A Deal With The Devil
by Legacy55
Summary: Tired of being alone, Twilight Sparkle makes a risky deal with Discord to get the stallion of her dreams. He turns out to be everything she ever wanted, but soon she begins to see every deal has it's catch...
1. Chapter 1

Twilight stumbled home in a drunken haze. The ponies that passed her on the street looked at her with disgust. She didn't care, why should she care what some stupid ponies think of her? It had been another long night at the bar, and just as usual she came home empty handed…

_Dash didn't, that's for sure…_

"Sshtupid rainbow dash, what's sho different between me and er?"She slurred to herself. "Why'ssh that she get's everypony, and I'm stuck with nothing!" She blurted out in frustration. A stallion that was standing a few feet from her gave her a cold glare.

"What? Ish a free country…" She mumbled before moving on.

Finally, after what seemed like forever she stumbled through the door of the library. She struggled to keep balance as the world was spinning round her, and she had to grab onto a bookcase to keep from collapsing.

"Twilight?" Came a voice from upstairs. There was a hurried sound of feet, and within a moment Spike was at the bottom of the stairs looking at her with disgust. "Twilight, have you been drinking again?"

"What?" She giggled, "N-no! Why, I'm sho sober right now…" She leaned up against the bookcase, suddenly drifting to sleep.

"Twilight!" Spike yelled in annoyance.

"Wuh?" She perked up and looked back at the green dragon. "Oh Spike! I was jusht getting to bed…" She hurried over to the stairs but Spike put a claw in front of her.

"You told me you would stop these late night bar trips with Rainbow…"

Just the name of her friend made her blood boil, and she growled in annoyance. "Well believe me; they ain't accomplishing that much…"

The Dragon put his claw down and looked at her with a deep concern in his eyes. "Twilight, I really care about you. You can't keep coming home drunk like this every week!"

"Well how else do you think I'm going to meet sompony, huh Spike?" She began regaining some of her speech as she barked at him.

"Getting smashed isn't going to solve that though!"

Twilight shook her head at him, he just didn't understand, he was far too young. "We'll talk about this later; right now I'm tired…" She mumbled before ascending the stairs, the green dragon soon following.

THUMP

_Ow, please Celestia make it stop…._

THUMP

_AUGH! Stop, please!_

THUMP

_WHY WON'T IT STOP?_

THUMP

After awhile of just laying in bed, trying to stop her head from pounding, Spike finally came over to her.

"Twilight, you okay?"

How his loud voice hurt her sensitive ears. "Go away…" She mumbled to the best of her ability.

"I just want to help that's all!"

Another high pitched onslaught assaulted her ears and she groaned in pain. "Please Spike, just leave me… My head is pounding…"

Finally the dragon understood and he left quietly, letting his boss get over her hangover. Wanting to impress her later, he hurried down to the kitchen to make something that'd she be able to keep down.

Knowing the kitchen so well, he sped about gathering all he would need. He had always prided himself in his cooking skills, and Twilight often praised him for it. As he began cooking there was a knock at the door before a Pegasus flew in.

"Spike, my main dragon! How's it haggin?" She asked with a grin.

"Rainbow Dash! What are you doing here so early?" He turned around to see her fly over.

"Just came to see how Twilight's doin, I had a great time last night!"

"Oh yeah? I don't think Twilight feels the same…" He said, turning back to his cooking.

"Really? Well, she did go home alone… Again…"

"She's sleeping right now, so you'll want to come back later."

"Alright, catch ya on the flip side!" Rainbow smiled before flying out of the library with incredibly speed.

Spike turned his attention back to cooking; making sure Twilight would have something nice to eat when she woke up…

After what seemed like an eternity of just lying there trying to go to sleep, she rolled out of her bed. Her stomach wasn't really bothering her, instead it was the intense pounding that felt like somepony was hammering a nail into her head. "Ugh, I hate mornings…"

Last night started coming back to her. Images of her and Rainbow at the bar, waiting for some stallion to come hit on them.

As usually within the first ten minutes a rather handsome looking stallion had started flirting with Rainbow, while Twilight was left to converse with the barkeep.

Another ten minutes, and still nothing. A few drinks were in her system, and she was starting to feel the buzz of the alcohol.

An hour now, Rainbow had left with the stallion, mouthing a silent "good luck" to her. The alcohol was taking full effect, as she had blown quite the a lot of bits

From there her memory faded, being far too drunk to remember the events that unfolded. But, if it was like usually then she had wandered home drunk and alone at some absurd time of night.

Alone… She had always been alone. Even in magic kindergarten, where fillies would always pick out their husband for a day. She had always sat out, wishing to work on her studies instead.

That's how it had worked throughout all her school days. She had never kissed a stallion, and never been in any sort of relationship.

And now, when she was an adult, she still hadn't kissed a stallion. While her friends all found lovers she found nothing, even Fluttershy, the most shy and timid of all creatures, had found someone. The very real possibility was now haunting her every night, she would die alone and sad, never being love by anypony.

She pushed her face against the hard floor and cried. How she just wanted some pony to hug her, to comfort her. She wanted sompony, any pony. It would give her life purpose, meaning. A reason to keep going on, unlike now where she struggled every moment of every day to continue with her lonely life.

"Twilight?" A voice yelled from downstairs, she heard footsteps and immediately perked up. Wiping the tears from her eyes with haste she got to her hooves.

The dragon pushed open the bedroom door to find Twilight looking at him, her eyes slightly bloodshot.

"Yes Spike?"

"Breakfast's ready, if you want it that is..." He said quietly, afraid she would lash out at him again.

"I-I do! Thanks Spike!" She said with a fake smile, pushing past him and down the stairs.

He noticed that she had acted differently; it was like she was trying to hide something from. Shrugging it off as his imagination he followed her downstairs, ready to eat the delicious meal he had prepared.


	2. Chapter 2

"So… Rainbow showed up earlier…" Spike finally broke the awkward silence as he finished his ruby and sapphire pancake.

"And what did she want?" Twilight questioned, a little annoyed at the mention of her so called 'friend'.

"She just wanted to see how you were feeling."

"Huh…" She lowered her eyes back to omelet in front of her. It was Spike's very best dish, made from only the finest eggs, cheese and vegetables. Any other day she would have gobbled the whole thing down within a minute flat, but today her stomach was sitting uneasy.

It wasn't the hangover. It was the feeling that always seemed to be sitting in her stomach, the ever pressing loneliness that kept surrounding her, chocking her of any happiness and leaving her as a depressed, lonely shell.

"Twilight. Are you sure you're alright?" Spike asked with worry, noticing how little she had eaten.

She looked back up to him, gazing into his light green eyes that seemed to sparkle like emeralds. He was the closest thing she had to family ever since her parents passed away tragically one year ago. The deeply concerned look on his face and the memory of her parents almost caused her to break out in tears right there, but she held them back and smiled.

"Yes. I'm just not that hungry…" She took another small bite of her omelet to get him off her back.

She defiantly was lying, he knew she wasn't okay. She hadn't ever since her parents had passed away, in fact that's when they grew apart. From that moment Twilight had stopped talking about her feelings, instead she would remained isolated in her room 'reading' as she told him. He knew she wasn't reading, he could always see where the tears had run down her cheeks.

"So… Are you still going to Rarity's for lunch?" Spike questioned, breaking another moment of silence.

"Yeah… it is her and Reinaldo's anniversary after all; she'd kill me if I didn't."

"Yeah…" Spike growled, clenching his claw in a tight fist at the mention of the name. There was no pony he hated more than that accursed Reinaldo. He didn't know what Rarity saw in him! What with his thick foreign accent and charming good looks…

"Well, I'm going to go lie down for a few hours…" Twilight announced a few minutes later, pushing the rest of her omelet away. "It was a good breakfast, thanks…" She smiled weakly at him before ascending the stairs to her bedroom.

"Ah, you've outdone yourself yet again _mi amor_."

"Oh Reinaldo, stop it!" Rarity giggled, blushing profoundly.

Twilight sat across from the couple, silently munching on one of her friend's delicious sandwiches.

"No I mean it; you're the finest cook in all of Equestria! It's one of your many, many amazing qualities…" Reinaldo whispered into her ear, gently kissing at her neck.

Rarity let out another series of giggles and playfully pushed the stallion away from her, "Not now, we have company…" She mumbled, motioning her head at Twilight.

_I don't belong here… Not at all… _She thought quietly, watching the two with jealous. _I wish I had a stallion to nibble on my neck, and compliment my cooking…_

"I sure hope Fluttershy gets here soon, it wouldn't be much of a lunch with just the three of us…" The pampered pony commented.

"Why aren't the others coming again?"

"Oh well, Applejacks hard at work as usual. It's been rough at the farm ever since Applebloom left remember? Pinkie Pie's got some big order to fill at Sugarcube Corner and Rainbow Dash… is well, being Rainbow Dash…"

While they all kept in contact with each other, their friendship was nothing like it had been years ago. They had grown apart, and instead spent most of their time working or with their lover. All of them expect Twilight that is.

Almost as if knowing they were just talking about her, the door of the Boutique was pushed open and Fluttershy walked in. Following right behind her was a dark green earth pony, whose cutie mark was a brilliantly colored flower.

"Fluttershy! Olive! We were just talking about you two!" Rarity jumped up from her seat and hurried over to her friend.

"Oh, um… I'm ever so sorry we're late, but me and Olive had to check on the bunnies before we left and as usual Angel didn't make things easy…" Fluttershy squeaked, flipping her pink mane to the side.

"Yes, that bunny can be quite the hooful." Olive chuckled, "But I don't know what we'd do without him." Fluttershy smiled cutely at him before the two joined them at the table.

Olive. Yet another stallion that she envied her friend for. Fluttershy was the last of her friends to have met someone, only meeting the dark green pony six months ago. She had been with her that day, and she was still angry with herself that she had acted the way she did.

"Oh, can we please go to the garden now Twilight? We can finish the shopping later!" Fluttershy urged, trailing just behind the purple unicorn.

"We have plenty of time here in Cantelot so just hold on to your wings! This should only take another thirty minutes." Twilight told her sharply, observing a golden sundial that was set up at a booth.

"Oh but please Twilight! I really think the animals will like me this time, this might be my only chance!" The Pegasus pleaded, looking at her friend with the cutest possible eyes.

She sighed, "Fine… I can finish the shopping on my own, you head off the garden; I'll meet you there when I'm done…"

"Oh thank you, thank you, thank you!" Fluttershy yelled in excitement, getting a few embarrassing glares from the nearby ponies. Blushing she hurried off to the royal garden.

Finally, with her saddlebags full and her bits all gone Twilight entered the gardens. They were magnificent, more breath taking then she last remembered. Trees in all shapes and sizes grew around the area, scattering their multi colored leaves all across the gardens. Flowers in every color of the rainbow were planted along the path, and she could hear voice as she moved further into the nature filled paradise.

She moved around a hedge and found her friend, talking happily with a dark colored pony. He was amazingly handsome, with his dark brown hair and pearly white smile. He was gently petting a bunny as he talked to her.

"And as you can see, the bunnies here in Canterlot have much longer ears then the ones you have in Ponyville." Olive said as she approached.

"I see! That's quite remarkable really; all the animals here are so amazing!" Fluttershy replied, not even taking a single glance at the bunny. Instead she was much more interested in him, not taking her eyes off the handsome stallion.

"Fluttershy! Who is this you're talking to?" Twilight interrupted them and the two of them looked over at her in surprise.

"Twilight, I thought you had shopping to finish?" Fluttershy said, she noticed her voice was a bit different, almost as if she was annoyed her friend had interrupted them.

"I did… You've been here for around half an hour…"

"Oh really? Time sure flies!" She laughed awkwardly. Suddenly remembering the stallion beside her she spoke up, "Oh I'm sorry! Twilight this is Olive! Olive, this is Twilight!"

"It's a pleasure to meet you; any friend of Fluttershy is a friend of mine." Olive smiled at her, sending shivers down her spine. He really was attractive.

"Um, how do you two know each other?"

"Actually, we just met! I came to look at the garden when I found him here; we've been talking this whole time! We actually share a lot of interests, like animals!"

"Oh really…" Twilight mumbled, growing slightly jealous of her friend and her newfound stallion.

"Oh yes, I've always been a fan of animals. Kind of my life passion along with nature." He grinned again before glancing up at the sky. "Well, I really should be going now, things to do…"

Fluttershy frowned, "That's too bad… But um, I'd really like if perhaps you would ever consider to maybe… have dinner at my house?…" Her voice grew very quietly until it was only a mere whisper, she could see the obvious rose red blush across her friends face.

"I'd love to. How about tomorrow?"

"That'd be wonderful!" The Pegasus grinned with obvious excitement.

"Well, until then." He grabbed her hoof and lightly kissed it. Before leaving he nodded at Twilight, and then disappeared behind a hedge.

It looked like Flutteshy was going to faint, but suddenly she jumped into the air with excitement. "Can you believe it Twilight? I think he likes me, I actually think he likes me! Isn't it wonderful?"

"Yes…wonderful…"

Had she just gone with her friend maybe she would have met him… Maybe Olive would have fallen in love with her, and she would be sitting beside him talking happily, not having a care in the world.

After awhile they finished their meal and departed. Twilight was left walking home alone, even more depressed then when she had arrived. Seeing her friends with someone made her felt awful, as she almost hated herself for being jealous of them. But how could she help it? All of her friends had lovers where as she was simply alone. Like always.

After locking her door securely she collapsed on her bed, her eyes already starting to water. She couldn't stop herself from crying, and these days it was the only way of expressing her sadness. She had no pony to talk to, no real friends. No pony understood her, as they all had their loves, they didn't know what it was like to be alone. To struggle every morning to get out of bed, to try and find a reason to continue with your miserable life.

_Why can't this just end? I've had enough of being alone; I'd do anything to stop this… Anything… _She eventually cried herself to sleep, falling into a deep dream where she met the stallion of her dreams. That was the only place she was ever really happy, in her dreams…


	3. Chapter 3

Twilight awoke with a start, throwing several pillows of her comfy bed. She was covered in a cold sweat and her breath came out in deep heaves.

"Twilight, what's wrong?" Came a masculine voice from beside her.

She turned her head and a smile spread across her face as she looked at the stallion. Relived she collapsed back onto the bed and her breathing died down. "I had this horrible dream where I was all alone… All my friends had stallions except for me…"

The stallion beside her smiled and began stroking her mane. "Well I'm here so don't worry, you're not alone."

Twilight looked into his handsome face and instantly the fear of her dream left her. She wasn't alone, she had him. She leaned up and met his lips, and the two embraced in a passionate kiss.

"Twilight?"

She snapped out of her dream and wearily looked down from her bed.

Standing in the doorway was her assistant, "Are you awake?"

"I am now…" She mumbled in annoyance, leaning her head back against the pillow.

"Sorry, I was just going to the store because we're low on food. I was just wondering if you wanted something."

She snorted. "No." She said sharply, closing her eyes wanting the sweet dream to come back.

"Oh… okay, g-goodnight then…" He said quietly, closing the door as he left.

After hearing the front door slam shut she sighed. Her dreams were both a blessing and a curse. It was the only place she was ever in love, but it was like a tease. To have love offered to her then so quickly taken away was heartbreaking. She was like a dog, being shown a treat only to have it suddenly put away.

Twilight lay in bed for another few minutes, her mind now active she was finding it impossible to get to sleep. Sighing she rolled out of bed and slowly headed down the stairs. As she went the images of her dream began to invade her mind. The smile he had as she looked at him, his sweet comforting voice, and the kiss she had experienced before it was cut short.

Depression set in again, even worse than it had been earlier that day. An idea wandered into her head, and she headed over to her desk. There was a small stack of scrolls, all with perfect hoofwriting and stamped with the royal seal. Wiping a few tears that had grown in her eyes she grabbed the first one and began reading silently to herself.

_Dear Twilight Sparkle_

_I am delighted to hear that you're friend Applejack has met somepony! I will gladly be attending the wedding, I'm sure it will be wonderful!_

_Princess Celestia_

That letter was dated two years ago, and she could still remember the wedding visibly. There had been a big uproar when everypony had found out that the Princess was attending, and suddenly the small time wedding turned into a massive celebration. She could still remember that enormous mound of sweets that Pinkie Pie had baked…

Shaking the memory out of her mind she grabbed another letter.

_Dear Twilight Sparkle_

_I almost can't believe another one of your friends is getting married! How long had it been since Applejack married? Four months? Anyway, once again I will be delighted to attend! See you there!_

_Princess Celestia_

That had been Pinkie Pie's wedding, and somehow there had been an even bigger pile of sweets the last time.

The next letter she picked was different from the rest; the beautiful hoofwriting that had decorated the parchment like a work of art had grown messy and smudged.

_Dear Twilight Sparkle _

_I have bad news… There's been a tragedy here in Canterlot, there should be an escort of royal guards to pick you up any minute. We'll talk when you get here…_

_Princess Celestia_

She had lost her parents that day… Both of them had contracted a disease and by the time she had arrived they were almost gone. She still remembered holding her mother's hoof as she passed away, a light smile crossing her face as she looked upon her daughter.

Tears rolled down her face and stained the letter like they had done so many times before. The talk Celestia had given her hadn't helped much, and that had been where her depression took a turn for the worse.

Not being able to bare the old memories she turned away from her desk. She had nothing now, no friends, no parents, no lover… Why couldn't life return to like it had been so many years ago? Where she went adventuring with her friends, where she wasn't lonely all the time… "Why…?" She hiccupped into the empty room.

Anger surged through her as she thought of all her friends happy. Why were they happy? Why was she all alone? Why weren't they helping her? She wiped around to the desk and knocked the letters into the air, scattering them around the room. "I can't handle this anymore…"

She would die alone, she knew it. She had this feeling in the pit of her stomach that just told her she would die alone, that she would never met someone. She would continue her miserable life with nopony loving her, then one day when she was old and wrinkly she would die. "I can't take this anymore… I can't live that kind of life…" She continued to weep as she talked to herself, and very soon the only real option began to reveal itself.

"It's the only way…" She said through her sobs, and she hurried through the house and into the basement. Using her magic she levitated several vials off the shelves and placed them on and old, dusty table. She grabbed a book that was labeled _Poisons and Antidotes_ and quickly flipped to the desired page.

For the next ten minutes she went about mixing and heating the various unknown liquids, and finally she held up a green potion to the light. Seeing the bubbles rise up and disappear let her know it was ready, and taking a deep breath she placed it back on the table.

Clearing off a place to write, she dipped her quill in ink and began writing.

_Dear Spike _

_I can't take it anymore; I'm tired of being alone… I'll never meet someone; I'm just fooling myself with that false belief. This is the only way. I thank you for all the years of service you did for me, you were my only real friend… _

A tear rolled from her eye and stained the page, but nonetheless she kept writing.

_At least this way I'll be with my parents… Goodbye…_

_Twilighlt Spaklere _

Her writing became messy and illegible as she finished and her shaking hoof threw the quill to the side. She couldn't bare to look at the letter now as she turned to the potion. Holding the potion up to her mouth she swallowed hard and said her last words. "Goodbye… Spike…"

She raised the vial to her lips, and with one last cry went to angle her head back so it would flow down her throat freely.

"Sad Twilight?"

A voice startled her and she dropped the vial, its contents sent flying in a storm of broken glass.

"Wh-wh-who said that?" She said through her broken sobs.

"Oh, just an old friend."

Her shaky eyes tried to peer through the darkness and find the unknown intruder. The voice was slightly familiar, as if she had heard it a long time ago…

Something whipped out of the darkness and stopped in front of her. She jumped back in freight, knocking over the table sending all sorts of potions crashing the ground. Looking up at the creature in front of her she let out a gasp.

It was Discord. The creature that had nearly destroyed her friendship so long ago. "D-d-discord? But you- You're supposed to be trapped in stone! We imprisoned you with the elements!"

"What? Not happy to see me?" He asked, holding a hand to his chest making it seem like he was offended. "That hurts you know… All I wanted to do was help…"

"But…" She couldn't believe this was happening, she was obviously in another one of her dreams.

"Ah but I suppose you deserve an explanation, we haven't seen each other in a long time." He grinned, "How long has it been? One, two years?"

"Three…" Twilight said sharply.

"Three years! Time does tend to blend together when you're in stone for so long. Anyway, I'll start with how I was set free from that horrific prison. You see, as you might now you're little friendship has deteriorated over the years. You've lost touch with the elements, and because of that my seal was weakened. It just took an elderly couple's arguing to break me free! It's really wonderful to be out again!" He put his hands behind his head and leaned back in relaxation.

His words sunk into Twilight's head. She still remembered how hard they had fought the last time Discord had gotten free; with their fractured friendship she couldn't see any possibility of imprisoning him again. "What do you want?"

"Why do you say it like that? I don't want to hurt you; you've been hurting for far too long…" He smiled, dragging a talon down her face.

She was speechless and merely sat there as he continued.

"But I can change that. I have a proposition for you." He snapped his fingers, and a stack of papers that almost reached the ceiling landed in front of her.

"What's this?" She questioned, using her magic to levitate down the first page. The lettering was very small, and most of it was very complicated text that made her head spin.

"Oh nothing you need to really worry about… Just a legally, spiritually and metaphysical binding contract, as you can see it's very long, and **extremely** boring so I'll save you the pain. You sign it and I give you you're one wish," He was now whispering in her ear. "The stallion of your dreams."

Twilight's jaw nearly fell open. _The stallion of your dreams…_ The words echoed through her head a dozen times, bringing forth images and dreams that she always wanted to be fulfilled. This was her chance to get out of this, to be happy.

_But this is Discord after all… _"What's the catch?"

Discord pulled away from her and laughed. "Catch? There's no catch! Whatever gave you that idea? Are you suggesting that little old Discord is trying to pull a fast one? Maybe I just wanted to be nice for once…" He folded his arms and turned around, "If you really don't want I can just cancel the deal…" He raised his hand, ready to snap his fingers.

"No!" She shouted louder then she had wanted. "Just, what do you want from me?"

Discord sighed, "Fine if you really want to know… you my dear Twilight. For the stallion of your dreams you'll have to serve me for one year. I'll take what's owed to me when I see fit, probably many, many, many years from now…"

His offer spun through her mind with supersonic speed. He was offering the solution to her miserable life and all he wanted in exchange was a year. Still, this was Discord… She knew there was something amiss…

"Well?" He pressed a quill into her hoof. "Just sign the dotted line… Or live and die alone…"

Almost in a trance she placed the quill against the parchment and signed _Twilight Sparkle._ Discord let out a deep throated laugh, "Thank you my dear…" He snapped his fingers and everything went dark.


	4. Chapter 4

"Twilight, wake up…"

"Ugh…" Twilight moaned painfully, rolling onto her side.

"Come on Twilight, get up…"

"Five more minutes mom…"

There was a chuckle, and Twilights eyes shot open. Confused she rolled back over and looked at the unicorn lying next to her. She nearly jumped out of bed when she saw him, and quickly she backed away from him, "W-who are you? And what are you doing in my bed?"

The stallion let out another laugh and looked at her with a concerned look. "Did you have a little too much to drink last night? It's me, Orion!"

Her jaw dropped and she rubbed her aching head. _What in Celestia name happened last night? Orion? I don't remember meeting him! I don't even remember going to the bar!_

She looked back at him and she had to admit, he was attractive. His coat was a dark blue, and his hair was jet black. Looking down at his flank she noticed his cutie mark was several bright stars, connected together with white lines forming a brilliant constellation.

"O-Orion? But, what happened last night?"

He grinned revealing his pearly white teeth, "I guess you did drink a little too much last night… We met at the bar, remember? We sat there talking for awhile before we came back here, and I must saw that was quite an, _interesting night_, to say the least…"

_Oh Sweet Celestia. She didn't, she couldn't have!_ She placed a hoof against her head and sighed. _But was this really that bad? She had the stallion of her dreams-_

Discord. It all came back to her, the meeting, his proposal, the deal... This was the stallion of her dreams, a hunk of a pony that was madly in love with her. This was what she wanted, she had almost half expected for Discord to come up short on his end of the bargain.

But he hadn't, she had a lover now… The thing she had dreamed of for so long now was her time to be happy. To be normal like all her friends.

"O-oh yeah! Now I remember, sorry my memory is a little fuzzy…" She giggled awkwardly. "So um, Orion, would you like some breakfast?"

"I just finished making it before I came up to get you!"

He really was the stallion of her dreams...

Twilight couldn't remember a happier morning, the two of them ate a delicious breakfast, and he even fed her a few bites himself! As they finished up and washed the dishes, Spike descended the stairs, crying out at the sight of the unknown pony.

"Who's he? And what is he doing here?" The little dragon nearly jumped out of his scales.

Grinning slight Twilight explained, "This is Orion, my coltfriend! I met him last night, right?"

"Yep, I was so lucky to meet you… I've never seen such a gorgeous mare." He complimented, gently kissing Twilights cheek.

She blushed a bright red and smiled. "Well um, we were just going to go for a walk, so we'll be back soon!"

"Bu, what?" Spike said, hardly believing this was actually happening. "So you mean you finally met somepony for once?"

"Yes…" She snarled, "Now let's go, it's a beautiful day out today!"

Twilight smiled as she walked beside Orion, not knowing the last time she was this happy. The lonely, depressing thoughts that had surrounded her and wounded her so badly were finally gone. Instead they were replaced with joy and happiness, she finally wasn't alone.

The two gazed at the scenery as they walked by, admiring all the pretty clouds and trees. It was so lush and natural at the outskirts of Ponville, it's what made it so much nicer then the bustling cites of Canterlot or Manehatten.

As the two continued their walk along the old stone path, a Pegasus from above perked her head up. Voices had woken her up from her slumber, and she was upset that her usual nap was interrupted. But when she looked down to find the disturbance her eyes nearly popped out of her head.

It was Twilight, and she was with a stallion. Rainbow Dash pinched herself to make sure she wasn't dreaming. She wasn't, but this couldn't be happening! Twilight, with a stallion? The thought was absurd, she had been alone for so long! Wondering what possibly could be going on; she jumped up from her cloud and rushed over to them.

"Well, after gaining my degree from Hayvard University I set about looking for a job straight away. I actually ended up joining Professor Burben team, and as you might now-"

Twilight's eyes lit up like diamonds, "You were part of Professor Burben's team? He and his studies uncovered so much information on the aging of stars, they practical wrote the book on it! He's one of the most influential astronomers in modern history!"

"Yes, he is quite the wise man. It was an honor to have-" Orion was cut off as a Pegasus swooped down.

"Twilight! Just what are you doing out here with this handsome hunk of a stallion?" She questioned, eyeing the unicorn with interest.

"Rainbow Dash! I'm surprised you're up, you're usually having your pre-lunch nap by now!"

"Well yeah but I woke up early… Enough about that, what's your name handsome?" She turned her eyes to the stallion, almost completely ignoring the unicorn.

His smile grew into a snarl, "Orion… I'm Twilight's coltfriend…"

"Coltfriend? You two are going out?" Her jaw fell open and she looked at them with wide eyes.

"Yep! He's great isn't he?" Twilight grinned.

"You can say that again…" She bit her lip as she looked him over hooves to head.

Orion's snarl grew into a cold glare, and he sounded annoyed. "Let's get going Twilight; I liked it better when it was just the two of us…"

"Oh if you say so! See yeah Rainbow Dash!" The unicorn waved, completely oblivious to her friend's lust for her coltfriend. They left quickly, leaving the Pegasus slightly jealous and upset.

"I promise that you're going to love it, trust me!"

"O-okay, if you say so…." Twilight said awkwardly as she stumbled around, Orion trying his best to lead her forward with his hoof.

"Alright now one…two…three!" He ripped off the blindfold from her eyes and she nearly jumped in excitement.

"Oh my gosh! Romeo and Juilet, I've wanted to see this ever since it came to town a month ago! But how did you get tickets, they were completely booked when I tried!" She squealed as they entered the long line of ponies waiting to get into the theater.

"Well, I kind of know the manger here… We were friend's way back in the day, so it was easy to get tickets! We even have our own personal viewing box!" Orion grinned.

"Oh my gosh! This is going to be amazing!" Twilight yelled louder then she would have liked, gaining a few annoyed stares. She couldn't contain her excitement as the line continued to move, and before long they finally entered the ornate theater.

"O Romeo, Romeo! wherefore art thou Romeo? Deny thy father and refuse thy name; or, if thou wilt not, be but sworn my love, and I'll no longer be a Capulet." A gorgeous, long haired pony said from her balcony.

"Shall I hear more, or shall I speak at this?" A well groomed stallion replied, gazing up at the beauty with an intense love visible in his eyes.

"Tis but thy name that is my enemy; Thou art thyself, though…"

Twilight sat with an attentive look, watching the ponies below with undivided attention. "Oh such beautiful words… William Shakespony really is one of the greatest poets of all time, none other can compare!"

"I know." Orion said, not taking his eyes off of the actors. "His words are so deep and poetic; the love between Romeo and Juliet is shown so beautiful it's as If you can feel it yourself."

For the first time since the show started Twilight took her eyes off the stage and turned her attention the stallion beside her. "Orion, you're everything I ever dreamed…" She smiled, resting herself against his shoulder.

"As with you Twilight… You're the mare I always wanted, smart, cute, and you have such an appreciation for art."

She closed her eyes in bliss as she felt his comforting skin against hers. She felt safe, protected, loved…

"A glooming peace this morning with it brings; the sun, for sorrow, will not show his head: Go hence, to have more talk of these sad things; some shall be pardon'd, and some punished: For never was a story of more woe than this of Juliet and her Romeo." Prince Escalus finished, the stage turning dark and being met with a storm of applause.

"That ending gets me every time… It's just so sad and tragic…" Twilight sniffed, wiping a few tears from her eyes.

"Yes… It's so tragic how in the end their close love killed them… They never deserved any of that." Orion replied, stroking Twilght's mane as her head sat in his lap. She looked up and gazed into his dazzling blue eyes.

"You have such beautiful eyes…"

"Not as pretty as yours, dear Twilight." They were left gazing into each other's eyes for a moment, before they leaned in and kissed.

Twilight closed her eyes in ecstasy as her lips met his. She let out a soft moan, and the next few seconds were some of the happiest in her life. She was completely unaware of the loud world around her as dozens upon dozens of ponies applauded the performance. The love that Orion felt for her was so apparent, and she began to see that she wouldn't die alone. She had finally met somepony.

Twilight closed the door to her bedroom, and quickly collapsed on top of her plush, comfy bed. She let out a happy moan and rolled onto her back, loving the feeling of relaxation that surrender her as she lay there.

"So, enjoying yourself so far Twilight?" A voice asked, causing her to turn her head in fright. Lying in an unsupported floating hammock was Discord who had a relaxed smile plastered on his face.

"Discord! What do you want? I thought you said you were taking your side of the deal a long time from now! A very long time!" She barked, outraged that the Draconequus had lied to her.

"Twilight I am offended! Did you not take my word seriously? I haven't come for my prize just yet; I merely came to see if you were satisfied with your side of the deal! Really, I thought you would have appreciated me more for all I've done for you…"

Surprised that he wasn't deceiving her she dropped the angry glare. "Oh well… Orion is more then I could have imagined! He so sweet and charming, and intelligent and…" Twilight was lost in her fantasies as her mind wandered.

Discord let out a deep throated chuckle, "Well I'm glad to hear that! I don't like dissatisfied customers you know…"

"Well… Is that all?"

"Yes actually, I should really be going. Things to do you know. Well, goodbye my dear Twilight! Enjoy your time with Orion… Every last minute of it…" He grinned evilly, tenting his fingers ever so slightly. After a few seconds he snapped his fingers and vanished.

_Today was someday… Probably the happiest I've ever had… I can't wait to spend another with him… _She grinned, closing her eyes and surrendering herself to sweet, golden slumbers.


	5. Chapter 5

"_Meet me outside Sweet Apple Acres tomorrow morning… There's this hill that has an amazing view of the sunrise… See you there…"_

Twilight struggled to keep her eyes open as she slowly paced down the dirt road. She let out a long yawn as she suppressed the urge to fall down in an exhausted heap. _Ugh, I wish I could just go back home and sleep… I'm so tired… But remember, this for Orion, I'm sure it'll be worth it... _

So, despite her natural need to sleep, she continued onward. Just as she passed the gate to Sweet Apple Acres she heard a laugh that pierced the morning air.

"Bwhahaha! Oh that is rich!"

Her eyes shot open and she scanned the area for the source of the laughter. She saw a figure on a nearby hill that overlooked the orchard. She hoofed it up there, and came to a screeching stop when she saw who it was.

"Ha! This is just too good, really I'm brilliant!" Discord chuckled as he watched chaos unfurl in the orchard. He noticed the unicorn that came upon him and turned to her with a grin. "Twilight Sparkle! Little early for you to be up, isn't it?"

"I'm meeting Orion. Now what is it you're up to? You better not be causing chaos again!" She said sharply, planting her hoof into the soft earth.

"Chaos? Me? Never! I'm just having a little fun, that's all! Those termites aren't hurting anypony!" He said, stiffing back a laugh.

Twilight turned her head to the trees down below, her jaw falling open at what she saw. Were once bright, shiny apples use to hang now were replaced with rotten apple cores. What apples were left were being swarmed by dozens upon dozens of small white insects. They were devouring the apples within seconds, before long there would be no fruit left in the entire orchard.

"Discord! Applejack and her family needs those apples, without them they'll go out of business!"

"Don't worry; they aren't just eating the apples! They're also burrowing into the trees, it was a great idea I thought of! Soon as somepony kicks one of those trees, BAM, termites everywhere! Ha! I can't wait to see it!"

Twilight gave him a cross look, "Fix it Discord. You can't be causing chaos, I can tell the Princess anytime about your little escape you know…"

"Oh come on Twilight, we both know you would never rat me out to old Celestia! Remember, I can take dear Orion from you with just the snap of my fingers…" He dragged a talon down her face, smiling with a mischievous grin.

_No… I can't lose him…Not now… _She sighed, "Fine… But make sure you fix all this, Princess Celestia might notice herself!"

"No need to lecture me Twilight, soon as I've had my fun I'll fix everything!" He leaned back into the air, gently stroking his goat like beard as he watched the termites go about their feast.

Having no choice Twilight left the Draconequus to his chaos. As she got back into the road, she heard a loud crashed followed by a storm of laughter.

"HA! I never thought they would go after the barn!"

_If he keeps this up the whole kingdom will now he's back… _

Finally climbing the top of the large hill she came upon the smiling face of her new lover.

"Twilight you finally made it, just in time too!" Orion rushed over to help her up the last few steps. As she placed her hooves firmly against the even ground, her mouth fell open in awe of the view. Ponyville could be seen within the distance, and rising right above it was the morning sun. It painted the sky like an artist's canvas, filling it with streaks of bright orange and brilliant red.

"It's… beautiful…" She said in awe, not being able to take her eyes of the gorgeous scenery.

"Princess Celestia's work truly is a wonder, the way she raises the sun is so breath taking."

"I've always been amazed by the sun, ever since I first saw her raise it myself…"

The two sat down together and continued to gaze at the rising sun. It was so quiet and tranquil, with the only noises being that of nature. The chirping of bids, the scurrying of chipmunks, and the breeze that blew through the tall grass. She felt so alive sitting there, watching the world itself awake. The only joy that could rival it was spending time with Orion.

She couldn't put it off any longer; she would say it right then and there. "O-Orion…" She stuttered.

"Yes?" He asked turning his head from the scenery. For a few moments she was lost in his glittering blue eyes.

"Orion… Before I met you I was so alone and scared… I was afraid I would die alone, while my friends would live full lives… I was so afraid of that happening; I nearly took my own life…" Twilight spoke slowly, her lip quivering slightly. "Then I met you, and you've changed everything… I'm not afraid any more. You've given me a purpose to live… Orion, I love you…"

Orion sat there starting into her eyes for a long time. Finally, he smiled. "I love you to Twilight. I know we just met but… I feel we're meant to be together forever. I've never felt the same way about a mare before. I just don't know what I would do without you…"

Knowing that they both yearned for it, they leaned in and kissed. Last night's feeling returned to Twilight as she felt his lips against hers, and she became oblivious to the world. All her doubts and fears went away; even the lingering threat of Discord vanished from her mind. All that mattered was Orion.

"What do you say we get something to eat at Sweet Apple Acers? My friend is sure to have something great for breakfast!" Twilight suggested as they stumbled down the hill.

"Sounds like a great idea!" Orion nodded in reply.

The two walked a short distance down the road before turning off it and into the apple orchard.

"Now what in tarnation is with these dammed things? I lived in Ponyville all my life and ah never seen anything like em!" A voice yelled from within the forest of trees.

"Well I'm telling you, all I did was buck the tree and these things came crawling out!" A yell responded, followed by a loud crunching.

As the two unicorns arrived at the apple homestead they found two ponies repeatedly crushing dozens of white insects.

"Applejack! Caramel! Having trouble with these bugs?" Twilight questioned, slightly annoyed that Discord had lied to her.

"You can say that again!" CRUNCH Applejack's hoof grinded several of the termites into the hard earth below her. "These buggers are eatin all the apples! If this keeps up we'll have none left!"

Orion placed a hoof under his chin as he examined the many swarming insects. "Hmm… Well this is odd; I've only seen these termites in the Zebra's homeland… Why they're eating apples I haven't the slightest clue..."

"Well, could you maybe give us some help?" Carmel asked, breathing a sigh of exhaustion as he looked upon the never ending horde.

"I can try…" Orion paused for a moment, closing his eyes in deep concentration. A dark blue aura blinded everypony nearby. As their eyesight returned they watched in awe as all of the terminates scurried off. Within a few seconds there wasn't a single left, leaving them all to breathe a sigh of relief.

"Oh well thank you Mr. er… what's your name?" Applejack asked, holding her hoof out in greeting.

"Orion. I'm Twilight's coltfriend."

"Oh well- what?" Applejack shock her head in confusion. "Did you just say coltfriend?" She cocked an eyebrow; she couldn't have heard him right.

Twilight blushed a light red. "Um yeah Applejack, we just met a couple days ago…"

"Well thank Celestia! Ah thought you was going to be alone forever!" The cowpony smiled, punching her friend hard in the shoulder. "I'm so glad you finally met somepony!"

Twilight let out an awkward laugh, "Yeah… anyway, what spell did you use Orion?"

"Oh I just changed their diet. Instead of eating wood and apples; they're just eating rocks now! I'm sure they just went off to one of the mountains, so they won't be hurting anypony!"

"Well I thank you kindly Mr. Orion." Carmel rushed over to shake the unicorn's hoof. "Too bad you didn't get here before they took down the barn, that dammed thing is going to take ages to get back up…"

"Actually, me and Twilight could help! With our magic it'll be up in no time at all!"

Applejack sighed, wiping the thin layer of sweat from her brow. "Thanks ever so much Twilight, ah don't know what we would have done if you'd didn't come to help…"

"Really, it's nothing Applejack! I'm more than happy to help an old friend…" Twilight smiled, turning from the now finished barn. With both of the unicorn's magic they put with barn back up with ease, all Applejack and Caramel had to do was get a bit of spare wood.

"Yeah well it's been a lot of tough work round here lately… With Applebloom gone and Granny Smith's hip worse than ever, it's just me Caramel and Big Mac left to do all the work. And frankly Carmel's a bit, how do ah put this, slow?"

Twilight giggled slightly, "Well, you can't deny the fact that he tires. He might mess up sometimes, but he really cares about you!"

"Yeah…" Applejack grinned, rubbing the back of her neck. "Ah don't know what I'd do without him… And you know I'm finally glad to see you found somepony! I always felt terrible that you were alone… Ah remember being told there was somepony out there for each of us, and just like your cutie mark it only comes when you're ready. You can't force love."

"Yeah…" Twilight said biting her lip gently. "I guess my patience finally paid off…"

"Well that sure was kind of them to give us all these apples!" Orion grinned as he took another bite out of one of the many bright apples that were now piled up in his saddlebag.

"Mhmh." Twilight nodded back, her mouth full of sweet apple goodness. She stopped for a minute to swallow before talking. "What do you want to do now?"

"Hmm…" Orion stopped in the middle of the road, a few moments passing before a light bulb went off in his head. "I remember now, follow me!" He grinned, galloping down the deserted road with a unicorn trying desperately to pursue.

"Not so fast!" Twilight giggled as she trailed behind him.

"This one right… here!" Orion yelled triumphantly as he snatched a thick book from the shelf. "Yes, this is the one!"

"_Intergalactic and Cosmic Bodies?" _Twilight asked as she read the fancy lettering. The cover of the book was dark, with several different stars and planets adorning it.

"Yep! Yesterday I looked through your library and to my surprise you didn't have it! It's a really great book and it would be a fine addition to your collection." The two of them walked through the book store and over to the counter. Orion threw a few bits on the counter and nodded to the sales pony before leaving.

"It looks great! I can't wait to start reading it!" Twilight grinned as she read the back of the book, her mind already filling up with more knowledge.

"Really, it's my pleasure…" He pecked her on the cheek as they wandered onto the main road. Dozens of ponies bustled along the street carrying about their daily chores.

"So, what now?" Twilight asked, looking up from her book.

"Well, I have a few things to do today. How about we met again for dinner? I'll come and pick you up at six."

Twilight's eyes light up with excitement, "That'd be amazing! See you there!" She pecked him back on the cheek before hurrying off.

_I can't believe it! I'm finally having a dinner with a stallion! I wonder where he'll take me. A French restaurant? Italian? Spainish? Oh, what the hay am I going to where? I have absolutely nothing for something like this! I only have a few hours so I'll have to hurry and find something! _


	6. Chapter 6

"But Twilight, you promised we would go to Sugarcube Corner tonight!" Spike whined as Twilight finished getting ready.

"Well we can go some other night! Orion's taking me out for dinner and I won't miss it for the world!" She replied sharply as she gazed at her face in the mirror.

"But-"

"No Spike! And that's the end of it!" The purple unicorn quickly cut him off, "Now I have to go finish my mane, if Orion gets here tell him to wait a few minutes."

"Fine…" He sighed, watching as Twilight ascended the stairs to her bedroom.

_That's all she ever does now is spend time with Orion… Whatever happened to the good days where she actually cared about me? _

Spike glanced around the large, neat library. If felt like they had lived in Ponyville for practically all their life despite the fact they had spent so much more time in Canterlot. He could barely remember the days without his new pony friends, it was like Fluttershy, Rainbow Dash, Rarity, Pinkie Pie and Applejack had always been with them. That was until they had begun to drift apart the past few months, all thanks to Twilight's loneliness.

A loud knock at the door snapped him out of his dream state. He immediately jumped up and rushed over to the oak door. When he threw it open a scowl crossed his face.

"Oh hey Spike!" Orion smiled as he looked down at the baby dragon. "Is Twilight ready?"

"No..." He growled back. "She's just finishing her mane; she said she'll be ready in a few minutes..." Spike went to slam the door but Orion's outstretched hoof stopped it from closing.

"Well I can wait." He paced into the library, Spike's anger growing by the second. He actually thought he was starting to hate Orion more than Reinaldo…

The dark blue unicorn glanced around the library a few times, almost as if trying to see if they were alone. After seeing that it really was just the two of them he turned towards the baby dragon with a serious look.

"So Spike, I've been meaning to talk with you…"

"Oh yeah? About what?"

"Well you see… Me and Twilight have been talking and we think that you're getting in the way…"

"Wh-what? But I'm her number one assistant, she needs me!" He spluttered, not believing what he was hearing.

"Like she needs a baby dragon cramping her style… She's finally found love, and she needs me far more than she ever needed you…"

"B-but, but…"

"Stop fooling yourself, she doesn't need you… You're just getting in the way of us; it'd probably be the best if you just disappeared…"

Orion was saying everything that he had thought and worried about recently. He was too scared to admit that they were actually true, but now there was no running from it. "But I-I've been with Twilight for so long…"

"That may be true, but she's grown up now. I'm going to marry her, and you'd just get in the way of our love. Who do you think Twilight would chose between us? A baby dragon that's done a few chores for her? Or the colt that gives her life purpose? That makes her happy."

Spike took a few steps backwards, laying a claw against the chair to support himself. Ever word the unicorn spoke was true, he could feel it. He had never seen Twilight as happy when she was with him, she barely paid any attention to himself anymore…

The creaking of stairs caused them to both immediately look upwards. Orion grinned as Twilight descended the stairs, and she smiled back at the sight of him.

"All right Spike, I'll probably be back around ten or so. See you then!" She waved to him, quickly taking Orion's outstretched hoof the two hurried out the door.

As soon as the door slammed shut, Spike collapsed on the ground. He had never felt so lonely and unloved. Even when he had thought Owlicious had replaced him he hadn't felt this bad. Quickly he realized he knew what he had to do and rushed about getting a quill and paper.

"Ugh…" Rainbow Dash groaned as she stumbled onto the street. She could barely see, and it wasn't because it was nearly pitch black. Hiccupping she slowly made her way down the street, towards her home in the clouds she hoped.

The reason for her drunken walk through the night was as what it always was. After a night at the bar, and a little intimate time with whoever had hit on her the most, she would always head home. She hated sleeping on other ponies beds; she much preferred the feeling of a soft, fluffy cloud.

After the world around her stopped spinning, Rainbow Dash considered flying into the cool night air. She'd get home much faster; she would just have to be very careful. Drinking and flying was against the law and she certainly didn't want to end up in some dungeon.

Rainbow Dash kicked off from the ground, her wings went into action and within a few seconds she was soaring over the town. The only lights that could be seen were a few lonely windows, and not a sound could be heard through the tranquil night. Even through her drunken haze she was able to admire the beauty of the night.

Before long the rows of cookie cutter houses disappeared and the vast, sprawling country opened up in front of her. She squinted through the darkness, her house was just ahead. The Pegasus sped up just a bit and came to a stop right in front of her door. "Ha, I really am the besth!" She chuckled, complimenting herself on her smooth landing.

"Ah Rainbow Dash, humble as ever I see…"

Rainbow immediately spun around, her ears perking up as she tried to find the unknown intruder. "Wh-who's *hic* there?"

"A little too much to drink tonight my speedy friend?" A loud pop sent her jumping back several feet, so much so that she nearly fell of the cloud. Her jaw dropped when she saw the mismatched Draconquus grinning at her.

"D-d-dishcord?"

"Yes Rainbow my dear… I was just relaxing in the cool night air, wondering what chaos I should inflict next when you came along!"

Rainbow blinked a few times, a very confused look crossing her face. "Bu-but you *hic* were-"

"In stone? I was, but thanks to you and you're friends I'm free again! I've already caused so much chaos, and I still have so much more planned!"

If she wasn't completely hammered she would have charged at the Draconquus, as the alcohol was keeping her fairly calm. In fact, she wasn't the least bit angry, just very, very confused.

"Well, I really should be going. If I'm right something very dramatic is about to happen to your purple friend, and I'm not missing it!" Discord snapped his fingers, immediately vanishing into the dark.

Rainbow Dash rubbed her head as she entered her home, she could tell that in the morning she wouldn't be able to remember a single thing that had just transpired.

Twilight burst through the front door, the smile never fading from her face as she looked around the room. She rushed up the stairs with excitement, and quickly entered her bedroom. As she made her way over to her desk she levitated out a small blue book. Its golden lock snapped off and she immediately went about writing.

_Today was the greatest night of my life! Orion took me to a French restaurant (just like I guessed!), it was so romantic! He was so sweet and kind; I never wanted it to end… He says were going out to lunch tomorrow and that he had a surprise for me! Could this be it? Is he going to propose to me? _

Twilight's quill clattered against the wooden table as she collapsed on her bed. She gazed up at the ceiling, her mind orchestrating just what would happen tomorrow. He'd sneak it to her somehow, maybe in a drink or a piece of cake. Her face would light up with pure joy and excitement; he would get on one knee and ask the question. She'd reply yes, and then the two would live happily ever after…

Twilight was snapped out of her daydream by one thought, Spike. "Spike?" She called out, jumping up from her bed. The lavender unicorn checked his small bed to find it empty, wondering where he could possibly be she headed downstairs.

"Spike?" Twilight called out again, a slight hint of worry audibly in her voice. She found the library vacant, and becoming worried she rushed down into the basement.

"Spike?" She yelled, her voice echoing off the dirty walls. She found it just as empty as the rest of the house. Scared, she rushed back upstairs and came to a stop as she noticed a note lying on a table. Twilight quickly grabbed it with her magic and went about reading it.

_Dear, Twilight_

_ I realize now that you don't need me anymore… You have Orion, why would you ever need me? He makes you happier then I ever could… I'd like to thank you for all the years we were together, I've know you all my life and you're the closest thing I could ever consider to family. We spent a lot of great times together, but that part of our lives is over… You'll live happily ever after with Orion and I'll find somewhere else to go… Don't worry about me, heck; you probably aren't going to at all… I was only ever in the way, so I'll just leave before you two get any closer. Goodbye, Twilight… _

_Sincerely your number one assistant, Spike _

Twilight was already in tears by the time she finished the letter. Spike, her closest friend for some many years, had left her. She didn't quite realize how much he had done for her until now. When all others had left her, when her friends grew apart from her and her parents died, Spike was there. When she felt so alone and unloved, he was there. He tried to make her happy and she had merely brushed him away…

He was her best friend, sticking with her through thick and thin. Though she may have been upset with him from time to time, he always had a special place in her heart. "Spike…" She mumbled as she turned away from the letter. She couldn't keep herself from crying, and before long she was lying against the floor sobbing.

"Oh Twilight… Pain and misery just seem to follow you everywhere don't they?" The all too familiar voice of the Draconequus met her ears and she perked up.

"Discord?" She wiped the tears from her eyes and glanced up. He was looking down at her with his sincerest face.

"I saw the whole thing you know too…" He stated, lightly stroking his goat like beard. "Orion was rather blunt to say the least; he probably could have broken the news to him a little easier…"

"Wh-what?" Twilight immediately jumped up, "What did Orion do?"

"Right before you to left for your romantic dinner he had a few words with your number one assistant. Said something about him getting in the way of you two." Discord grinned slightly, waiting for her reaction.

"What? Orion did this? You better not be lying!"

"Lying? Me? Twilight, you accuse me of such terrible things! Watch, I'll show you…" He laid his claw on her, and after a snap of his fingers they were teleported.

Actually, they only teleported a few feet. They were still inside the library; however it was now inhabited by Spike and Orion. Everything was a translucent blue and Twilight remembered that Discord had done this before.

"_Like she needs a baby dragon cramping her style… She's finally found love, and she needs me far more than she ever needed you…" _

"_B-but, but…"_

"_Stop fooling yourself, she doesn't need you… You're just getting in the way of us; it'd probably be the best if you just disappeared…" _

Twilight could hardly believe that Orion was saying such horrible things, but she couldn't deny it as she watched it happen. Discord snapped his fingers again and they were brought back to the present time.

"See? I spoke only the truth."

"But… Why?" Half of her was angry at Orion, while the other half tried to find some reason for his actions. He was always so kind and sweet to her, how could he say such things?"

"Well I guess he's just a little over protective. Remember when you two met Rainbow Dash? Or were you to madly in love to remember?"

She thought back hard, and had to admit the Draconquus was right. She remembered him being a little over protective. Confusion suddenly turned to anger, and she snapped at him. "This is all your fault! You knew about this from the beginning, this is the catch!"

"Well, maybe there were a few bad qualities to him…" Discord couldn't help but grin and this only served to anger her more.

"You tricked me! You said he'd be the colt of my dreams!"

"Well he is… In most aspects… I'm not going to lie to you Twilight; his over protectiveness is only going to get worse… He's forced you're closest friend away from you, and before long it'll just be you and him. That's what you wanted, wasn't it?"

Twilight just stared down at her hooves. The colt of her dreams was quickly turning into a nightmare…

"Enjoy your new life Twilight…" Discord said sharply, leaving the room with a loud pop.


	7. Chapter 7

Twilight paced across the main room of the library for the hundredth time. A beam of sunlight shot through one of the upper windows causing the unicorn to cover her eyes in annoyance. The bags under her eyes revealed she hadn't slept a wink, and she was still dressed in her dress from the previous night.

The lavender unicorn sighed in frustration. No matter how many times she ran everything through her head she was still unsure. She had to talk to Orion; she couldn't just let this slid. It already hurt her so much that Spike was gone; she couldn't bear him taking the rest of her friends from her. However, part of her still loved him, and it urged her not to go through with it.

_You have to talk to him… What he did was horrible, and you have to stop this relationship before he hurts you anymore… _A voice inside her head told her.

_But you love him! He's the only colt to ever love you! You can't survive without him!_ Another voice argued.

_But he hurt you… He forced Spike away, you can't love him…_

_But he's so caring and romantic! He made you happier then you've ever been, for once everything was perfect…_

"I can't take it anymore!" Twilight yelled into the empty room, her breath coming out in deep heaves. "Stop fighting! I'm talking to him, and that's the end of it!"

She stood silently, almost as if she was waiting for a response. None came, and she sighed before heading up the stairs. She needed to change and get ready for the coming confrontation.

The delicious smell of fresh baked goods wafted through the morning air. Anypony nearby could tell that the aroma was coming from Sugarcube Corner, as Pinkie was always baking around the clock. A dark blue unicorn made his way up the few steps and entered the bakery.

As he entered bells rang throughout the store and he was met with the full force of the aroma. From one sniff he could tell that cakes, muffins, cookies and all sorts of other sugary delights were just coming out of the oven. He glanced around the empty store and within a moment a pink pony popped out of the kitchen.

"Hey there! Want something to eat? I just finished a whole batch of things! We have cakes, pies, cupcakes-"

"I'm fine for now; I'm just waiting for Twilight." Orion cut her off, Twilight had told her that the pink pony was rather talkative. "You must be Pinkie Pie I presume?"

"Yeah! How do you know Twilight?"

"I'm Orion, her coltfriend."

Pinkie jumped what must have been ten feet in the air, and he would have imagined higher had there not been a ceiling to stop her. "Coltfriend? Twilight's finally met somepony, oh this calls for a party!" She said grinning. "Hey Orange, get my Party cannon!"

"Party cannon? What do you need that for Pinkie?" A stallion poked his head out from the kitchen and he looked at his wife with a confused look.

"Twilight finally met somepony! This is Orion, her coltfriend!"

Orange Taffy grinned, "Well that's great! I'll start setting up the party, you go get some ponies!" He said before rushing back into the kitchen.

Slightly annoyed by their excitement and fast speech, Orion spoke a little louder than usual. "No! No, we don't need a party. Me and Twilight were just going to meet for breakfast that's all."

"Oh…" Pinkie said with a somewhat sad look. "Well that's okay too! Orange, let's make something super duper special for Twilight and Orion! To the cookbook!" She shouted, rushing into the kitchen and out of sight.

Glad to be finally alone, Orion reached into his saddlebag and pulled out a small box. He glanced around to make sure Pinkie hadn't returned, satisfied that he was alone he opened it. Inside sat a perfect band of gold. It was flawless, and the light sparkled off its golden surface revealing not a single scratch or smudge. Only the best for his true love.

With doubt, worry and a very bad feeling in the pit of her stomach, Twilight pushed open the door of Sugarcube Corner. A single table had been set up in the center of the room and Orion was waiting there.

"Twilight! I was wondering when you'd show up!" He paced over to her and grabbed her hoof.

His warm touch sent shivers down her spine, and it only served to make the whole situation worse. _I have to tell him… What he did was awful, and there's no forgiving him for it… Even if he's so dreamy and romantic… _"Orion! I uh, have something to talk to you about…"

"Oh? Could it wait a bit? Pinkie's just finishing up our breakfast!"

"That's fine!" She nodded, silently telling herself that this added time was good. She needed to compose her thoughts and figure out exactly what she was going to say. Not to mention she could spend one last romantic meal with him.

The two took their seats and within a moment Pinkie Pie rushed out of the kitchen.

"Twilight! I'm so glad for you! You must be so happy!"

Twilight nodded back with an awkward smile. "Yeah… Orion's great!"

"Well me and Orange baked you something extra special for you two! Bring it in honey!"

The stallion entered the room, somewhat struggling as he had a five layered cake on his back. Twilight's jaw dropped at the sight of it. "P-p-pinkie! You two baked that?"

"Yep!" She chirped. "I know it's kind of last minute, but it'll have to do on such short notice!"

She shook her head, even after all this time Pinkie was still Pinkie…

Orange Taffy placed the cake on a nearby table and grabbing a couple plates cut some for them. He placed one in front of both of them, smiling as he gave one to Twilight. Orion growled at him, bearing his teeth like some sort of wild animal. Orange gave him an odd look and backed off a bit. After serving them their meal they left, leaving the two lovers on their own.

Twilight dug into the cake, enjoying the sweet taste as she chewed. Pinkie's cooking skills had remained sharp as ever, and it only helped that Orange was a great baker on his own right. Orion joined in two, and for a few minutes there was silence between them as they ate.

"So Twilight… Have anything in mind for today?" Orion asked, looking up from his nearly empty plate.

_His eyes are so beautiful… _"Um, uh no!" She snapped out of her trance. It was becoming harder to talk to him by the second, she had to tell him soon…

"Well I was thinking we could go to the park. It's a great day out today!" He watched attentively as Twilight ate her cake, waiting patiently for her to finish. Finally, as she swallowed the last of it he let out a sigh. This was it.

_I'll tell him now… Before this get's any harder._

"I need to tell you something." Both of them said simultaneously, surprising each other.

"Uh you go first." Orion said awkwardly.

"No you!"

"Okay… " He got up from his seat and walked over to her.

_Oh no… This can't be happening… Not now, please oh Celestia don't tell me he is… _

"Twilight? Will you marry me?" He grabbed the box from his saddlebag and held it out to her. She gazed with wide eyes at the brilliant wedding band. Her biggest dream had finally come true.

_Say yes!_ Part of her urged.

_No! Remember Spike! You have to end this now!_

Pinkie and Orange looked on from the kitchen with utter excitement and joy. Pinkie's party cannon was at the ready, at both of them were ready to jump out and scream congratulations.

Seconds passed like hours, and Twilight continued to stare at the band. Her love for Orion was battling fiercely with her love for Spike. This was one of the biggest decisions of her life, and she only had seconds to make it.

"Orion I…" She closed her eyes, she had to do this. Spike had been her best friend, and he drove him away. She could never forgive him for that. "I can't marry you…"

"CONGRAGULATIONS!" Both Pinkie and Orange yelled out, jumping in between them. The party cannon went off, decorating the entire store with balloons and streamers. It took them a minute to realize what she had said then looked at her with confused looks. "Wait, what?"

Orion had a horrified look on his face. "B-b-but why not? You love me don't you?"

"Well yes but… I know what you did to Spike… How you forced him away from me, you're just too protective! Spike was my best friend, and he was with me for so long…" Twilight couldn't bear to look at him, and instead stared at her hooves. "I thought I was alone for all those years… I was wrong… I had Spike; I was just to blind to see it… And now that's he gone well…" She tried to blink the tears from her eyes with little success. "I just want him back…"

"B-but Twilight! I love you! We're meant for each other, we both know that! Spike was just getting in the way; there was no place for him in our relationship!"

Anger surged through her at those words; he had no right to say that. "Spike was my friend! I even considered him like a brother to me! And now he's gone because of you! I hate you! Our relationship is over!" Twilight screamed, jumping up from her seat and charging out the door. She was crying all the way.

Twilight didn't stop running until she reached the library. She burst through the door, slammed it shut and rushed up to her room. She collapsed onto her bed, pounding her pillows in anger and sadness.

_You did what you had to do… _

_But was it the right thing? Orion's gone now, the only pony that ever made you truly happy… Really, what did ending the relationship do? It's not going to bring Spike back… Now I'm just even lonelier…_

A loud pop echoed through her room, and she looked up to see the Draconequus that stared this all. "Yes!" He pumped his fist in the air. "Good job Twilight, you just finished the last phase of my brilliant plan!"

"Wh-what are you talking about?"

"You're mine now, for one whole year!" Discord grinned, rubbing his hands together as he spoke.

"B-but no! You told me that you wouldn't take your side of the deal for a very long time! You lied again!" She shouted, her life was already bad enough; she didn't need some Draconequus bossing her around.

"I didn't lie!" He waved a talon at her. "If you read the contract clearly you'd understand that…" He snapped his fingers and a single page of the extremely long document appeared. Discord had to squint his eyes to make out the very small letters. "If Twilight and Orion's relationship is to ever end, the deal becomes null and void, and Discord shall take his payment immediately!"

Twilight looked at him with a horrified look. "Bu-but, I…"

"Don't try to weasel your way out of this Twilight, I won fair and square! And now I'll take what's rightfully mine!"

Very quickly Twilight realized that this was Discord's plan all along. He made Orion overprotective; he knew that he would force away Spike and the rest of her friends. He knew that Twilight would end their relationship, and with that her fate would be sealed.

Discord snapped his fingers and a metal collar appeared around the unicorn's neck. It was made of some sort of steal, and it was cold around her neck. She tried to pry it off, but it didn't budge.

"Don't even try Twilight, that collar will remain on you for one year, and during that time it will make you do whatever I ask."

"You can't do this!" She yelled, now trying in a desperate attempt to rip the collar of with her magic.

"Oh I can. Now let's try a test! Walk to the end of the room."

Twilight tried to resist, to keep from doing the Draconequus bidding. But her body betrayed her as she couldn't keep herself from walking to the other end of the room. Discord chuckled as he watched.

"Perfect! And now…" He grinned with a maniacal look in his eye. "You steal the elements of harmony for me…"

"What?" She yelled out. However, before she could even say another word she found her horn glowing. She teleported away from her room, the laughter of Discord still echoing in her ears.


	8. Chapter 8

Twilight appeared in one of the many long hallways of the castle. Before she could even determine where exactly she was, her body began moving. She made several turns before stopping in front of a large metal door, two guards stood at attention beside it.

"Is that Twilight Sparkle? What are you doing here? I haven't seen you since you were just a little filly! " One of the guards asked at the sight of her, she quickly recognized him as an old friend. Back when she lived in the castle she became friends with many of the guards. They would usually treat her with a great amount of respect seeing how she was the Princess's personal student.

"Oh hi! I was just uh…" She couldn't stop her horn from glowing, causing both of the guards to be thrown like ragdolls against the stone walls. "Sorry!" She mumbled, her horn glowing once more. Within a few seconds there was a large hole in the metal door, and she stepped through into the large room.

All around her were beautiful stained glass windows, and at the end of the room sat another massive stone door. She knew that right behind that door sat the Elements of Harmony, the only thing that would be able to stop Discord.

Twilight tried her absolutely hardest to resist, but the collar had completely control of her body. Despite her attempts to seize her muscles, she stepped forward to the stone door. The unicorn placed her horn into the slot just as Celestia had done, and after a few seconds the door shown a brilliant blue. A blinding flash appeared, and she looked inside to find a lone case. The case levitated over to her, and just as quickly as she had appeared, she was gone.

* * *

><p>"Brilliant work Twilight, truly brilliant!" Discord cackled as he gazed at the elements in his hand.<p>

"You're a monster Discord and you're not getting away with this! Princess Celestia is going to stop you!" Twilight yelled at the Draconequus that was lying on her bed.

"Ha! You actually think Celestia has any power to stop me? She's nothing but a weakling that uses other ponies to do her work! Without the elements, she's utterly useless!"

"But why me? Of all the ponies you could torment, why me?"

"Because Twilight my dear," He slithered over to her, "Only a unicorn of exceptional power could break the seal old Celly put on the door. I know of only three ponies that could do this, Celestia, Luna, and you…"

"Me? But there's got to be other ponies out there that are stronger than me!" She said with genuine surprise.

"You're the element of magic Twilight… the Princess's are the only ponies that surpass you in magical ability… and the reason I chose you instead of them? I knew you would be far easier to manipulate then Celestia or Luna. After escaping from my prison I watched you for several days. I saw how lonely you were, and in no time at all I developed a plan. You see, I won from the moment you signed the contract… you can't beat me Twilight…" Discord grinned, turning his back to her he returned to looking at the elements.

With a few tears in her eyes she looked down at her hooves. It was now her fault that Equestria was doomed. Discord would send it into a state of utter chaos and all ponies would suffer under his rule. All because she was so alone…

"Ah! Now that I have the elements, let's initiate the final phase of my plan!" He grinned, rubbing his hands together as he spoke. "Come Twilight, let's go show Celestia who's the true monarch of Equestria!"

* * *

><p>"I'm telling you Princess, the Elements of Harmony are gone! Both of the guards were found unconscious and the room is empty!"<p>

"What? But only Luna or I could have broken the seal on that room…" Celestia pondered. A guard had just caught her on the way to another meeting and told her of this grave news. "Well, let's hurry and see then. We have to find out who stole them, and soon. I fear that a certain someone is behind all this…"

Before the two of them began running off to the Elements tower, a bright flash appeared and smoke filled the entire room.

"Who's there?" Celestia questioned, trying to peer through the thick smoke.

"Don't fear you're highness! I'll deal with this intruder!" The guard took flight and flew around the room, however due to the smoke he smashed right into a wall and fell to the ground in a heap.

Celestia sighed before flapping her own wings, causing the smoke to disappear immediately. What she saw made her jaw drop.

"Celly! I'm home!" Discord cackled, grinning wilding as he examined the shock in the Princess's face. "What Celestia? Surprised to see me?"

"D-d-d-discord? B-but you're…" Suddenly her confusion turned to anger, and she snarled her teeth at him. "I suspected it might have been you, I'm just shocked you're actually free…"

"Oh so was I, but thanks to little Twilight here I am…" He grinned, waving a claw. Twilight, who had been hiding behind a pillar quite away down the hallway, suddenly appeared in front of them.

"Twilight? You're helping Discord?"

"I-I…" Twilight replied weakly, unable to look her teacher in the eye.

"Oh come on Twilight, no need to be humble! Tell the Princess how you stole the Elements of Harmony for me!"

"Twilight! Tell me this isn't true!"

"I-I'm sorry Princes…" The unicorn said, her lip quivering. "I-I was alone and stupid… I should have never listened to him… He tricked me…" She was almost at the point of tears.

"Enough!" Discord cut her off with a claw. "Now Celestia, I am the one who's in control now. Nopony can stop me now, Equestria is mine!"

"Not if I have anything to say about it!" Celestia roared, charging straight at Discord.

"Quite typical of you Celestia, charging head first into a battle you can't win!" He snapped his fingers and teleported across the room. "Let's see how you like a thousand years in stone dear Princess!" Once again he snapped his fingers, and instantly Twilight saw a change that made her gasp.

Princess Celestia was standing motionless, completely encased in stone. She had a scowl across her face and was standing in a fighting stance, her horn pointed in front of her and her wings spread out. She was petrified, and quickly the last hope Twilight had died.

"YES!" Discord cheered, pumping his fist into the air. "I win! How does it feel Celestia huh? I think I'll prop you up in the garden, you'll make a fantastic decoration along with your sister!"

"P-princess…" The unicorn looked at the statue with sadness. Discord really had won, there was no stopping him now…

"Why so glum Twilight? Cheer up a little! You know, you're going to be there right beside me on my throne! We'll watch together as all of Equestria crumbles, and chaos reigns forever more!" He cackled like a mad pony, deviously rubbing his hands together as he did.

She didn't respond, rather she avoided his gaze and stared blankly at the wall. Discord chuckled, "Fine, but you'll learn to enjoy chaos sooner or later. Now let's go find Luna!"

* * *

><p>"See? Don't they look much better as a matching set? Ha!" Discord chuckled as he gazed upon the two stone princesses. Luna stood in a shocked position, her wings spread out and a horrified look painted on her face.<p>

Twilight didn't respond, instead she just looked blankly at the statues. Luna had perhaps been their last hope, no longer however. They were useless in stone, and the only things that could break them free were in Discord's possession.

"Well you're no fun…" He mumbled upon hearing nothing from her. "You know, I almost decided to have you sign away your soul and you would have been with me for all eternity rather than a year! But then I thought how clichéd that was, and realized it would be better to set you free so you can live whatever's left of your broken, lonely life." He turned his attention to her and grinned.

"Yo-you're a monster… " She mumbled, quickly looking down from his gaze. She couldn't stand staring into those mismatched, evil eyes.

"Oh you flatter me Twilight! Really, I try my best… But wait until the chaos begins! Oh, it'll be magnificent! What I did before will pale in comparison!" He shouted the excitement clearly audibly in his voice. He looked towards the descending sun, chaotic ideas flickering across his mind. All of Equestria was his now, nopony had any chance of stopping him. He could do anything he wanted, and a devious smile crossed his face as he chose what was first on his list.

"Come Twilight, let's go pay a visit to Ponyville…"

* * *

><p>"Discord! When I break free of this chain, I swear to Celestia!" Rainbow Dash roared, trying once again to charge at the Draconequus. However the chain around her neck tugged tightly, and she fell to the ground chocking. The chain was fashioned to a nearby post, making her look like a tied up dog.<p>

"Bwahaha! What's wrong Rainbow Dash? Upset that you're wings are gone?" Discord teased, sitting a safe distance from her. He lounged back in his throne, eyeing the wingless Pegasus with enjoyment. She continued struggle, yelling insults and curses as she failed again and again.

"Ah…" Discord sighed, wiping a tear from his eye. "How does she look Twilight? I think I'll leave her there for a few years; she can be like a pet! I'll throw her a few scraps every now and then!"

Twilight swallowed hard and glanced over at her friend. It hurt her to see her friend suffer, even despite her earlier jealousy towards her. Dash had been a good friend for so many years, and watching her being treated like a dog was tearing her up.

"Twilight! What the hay is this? Why are you helping Discord?"

"Rainbow… I-I'm sorry… He tricked me…" She replied, keeping her head held low.

"Ah you see Rainbow Dash, Twilight's mine now, hence the collar." He smiled, taping the cool metal along her neck with his talon. "She so kindly retrieved the Elements for me, so none of this would be possible without her!"

The unicorn looked away from them and towards what remained of Ponyville. In just a mere hour Discord had caused utter chaos within the town. Massive gorges, with long drops into gigantic puddles of chocolate milk, cut through streets and houses alike. The mountains that sat in the distant where somehow upside down, and giant glasses of chocolate milk were raining clouds. It hurt her head just thinking about some of his changes, his manipulation over reality never ceased to surprise her.

Rainbow growled fiercely, "Just wait until the others get here, we'll kick your sorry hide like last time!"

"Ha! As if your friends have any chance to beat me. I already have a punishment for each of you, and I'm going to enjoy every minute of your suffering!"

His evil laughter sent shivers down Twilight's spine. He had no need for her anymore, as all he really needed her to do was steal the elements. No, having her around was just part of his sick, twisted humor. He would make her watch as all of her friends, and it would make him enjoy the moment even more. He was a monster, truly…

For a moment her mind dwelled on Orion, and if he was still actually alive. Discord had created him, so she wondered that with the ending of the contract if he had stayed. She couldn't deny that she still had feelings for him as the few days they spent together were some of the best in her life. It made her think that maybe they were just a lead up for this nightmare.

_There's no stopping Discord now… I'll just have to sit and watch as he tortures everypony, and my friends… I should never have signed that stupid contract, if I had just thought things through more this never would have happened…_

Twilight looked down at the blue earth beneath her as a few tears rolled down her face.


	9. Chapter 9

"Oh, it's good to be king…" Discord sighed as she lounged back in his throne. "Hey Twilight, how long do you think I should keep old Celly in stone? I was thinking at least a thousand years, for payback of course, but much how long after that?"

She avoided his gaze, and merely looked down at the blue, oddly patterned ground.

"Look at me when I'm talking to you…" He grabbed her head firmly with his claw, and forced her to look into his red and gold eyes. She saw not a glimmer of remorse nor sympathy, they were the eyes of a monster. After a moment of staring into each other's eyes he let her go, and turned back to the tied up pegasus.

"Bah, you're getting bored Rainbow Dash…" He mumbled after a few minutes and turned to the rest of the town, looking for some sort of amusement. "I know! Let's get Pinkie Pie over here; she's always tons of fun!"

He snapped his fingers, and with a flash the pink pony appeared in front of them. She glanced around with a confused expression. "Discord? Twilight? Rainbow Dash? What's going on?"

"Ah Pinkie! This the new Ponyville! Like it?"

"Well… Not really… It looks awfully dangerous, and it's not raining chocolate milk anymore…" She mumbled after getting a good look at the transformed town.

"Well that's too bad…" Discord snapped his fingers again and a pie appeared in his paw, which he promptly threw at the pink pony. He fell to the ground laughing as she looked at him with a frown.

"Hey! That wasn't very funny…" She said after wiping the remnants of the pie from her face.

"You're right, it wasn't funny. It was hilarious! Right Twilight?" He glanced over at Twilight, "Laugh…" He hissed.

She didn't want to, but once again the metal collar around her neck took control of her body. She let out a sharp, heartless laugh. Then another, before long she was laughing uncontrollably, and Pinkie looked at her wounded.

"B-but Twilight… I thought we were friends…"

"Ha! You're just a joke Pinkie, something for your so called friends to laugh at!" Discord said while laughing manically at her.

Pinkie Pie took a few steps back, and instead of the usual grin that was plastered on her face, there was a sad frown.

"Don't listen to him Pinkie! He's just trying to tr-" Discord shut Rainbow Dash up with a snap of his talons, causing her mouth to close shut like a zipper.

"Nothing but a joke…" He hissed into her ear.

Pinkie let out a sudden cry before running away, tears streaming from behind her. As she galloped down the deserted street her coat changed from its bright pink to a dull, depressing grey.

"Ha! Another bites the dust, eh Twilight?" He turned to her smiling.

"Yeah…" She mumbled, giving up on fighting him anymore. It was only a matter of time now before he broke every one of them. Leaving them as a sad, broken shell of their former self.

"What the hay is going on out there?" Orion asked as he stared out the window, watching as all manner of chaotic things passed by.

"I don't know, but where did Pinkie Pie go? She was in the kitchen just a second ago…" Orange Taffy said as he looked around Sugarcube Corner for any sign of his wife. Almost as if on cue, the door was thrown open and the now grey pony walked in. Her hair was completely straight, as opposed to its usually poufy appearance.

"Pinkie! There you are honey, where'd you go?" He asked as he rushed over to her, however before he could even lay a hoof on her she swatted him away.

"Don't touch me!" She screamed at him, and he stepped back in fright.

"P-Pinkie, what's wrong?"

"Oh nothing! I've just finally realized that all my so called friends do is laugh at me! That all I am to them is a joke…" She snarled at her old lover.

"Pinkie, you aren't feeling well… Maybe you should take a nap, I'm sure you'll feel better afterwards." Orange went to lay a hoof on her, but she brushed past him.

"Discord's won, Ponyville is his now! So I'm getting my stuff and leaving this place and my fake friends!" Pinkie headed upstairs to gather her stuff and Orange quickly followed, shouting pleas for her to stop.

"Discord…" Orion placed a hoof under his chin, "I've never heard of that name before, but for some reason it sounds oddly familiar… Anyway, I guess he's the cause of all this… If so, then I need to head out there and save Twilight!" He proclaimed before rushing out the door and into the new chaos capital of Equestria.

"Let me go this instant you monster!" Rarity screamed about as she flailed about in the air; the Draconequus's magic keeping her floating in place.

"Oh dear Rarity, I'm the new king now! Do you really think you can address royalty like that?" Discord smirked as he watched her struggle.

"Like I'll ever refer to you as royalty you disgusting creature! Why don't you do something about this Twilight?" Rarity questioned, taking a glance at the unicorn just standing by the Draconequus side.

"Rarity…" Twilight mumbled, turning away from her friend and her master. "I'm so sorry… This is all my fault, there's nothing we can do now…"

"See! Listen to your friend; she's got the right idea! Now I'll either accept King Discord or his chaoticness, whichever you prefer…"

"The Princess will stop you! You won't get away with this!"

"Ha! Old Celly and her bratty sister are decorating the garden now!" Discord chuckled, giving a sly grin to the terrified unicorn. "Now, about that little comment you just made about me…" He snapped his talons and although nothing seemed different at first, Rarity let out a blood curdling scream that pierced the heavens when she looked up. Her normally beautiful mane was gone, and instead she was as bald as a bowling ball.

Discord released his magical grip around her, and she fell to the ground crying. He burst out laughing as she slowly got to her hooves and ran into the chaos that was Ponyville.

"HA! Did you see the look on her face? Oh if only I had a camera…" He continued to chuckle to himself for some time. The smirk on his face faded however, when a dark blue pony galloped up to his throne and came to a stop.

"Twilight! There you are! I've been looking all over for you!" Orion said with a relieved smile as he caught sight of her.

"Orion?" She looked up with excitement, almost not believing that he was standing right there. "You're still here!"

"Yes…" Discord mumbled as he drummed his talons against the armrest of his throne. "I kind of forgot about you to be honest…"

Orion seemed to disregard his words, and instead looked towards the Draconequus with an angry expression. "You're the cause of all this chaos aren't you!"

"Heh, you're a smart one aren't you? Then again, I did make you like that…"

"What the hay are you talking about?"

"Naïve and overprotective too…" He hissed, slithering up from his throne and hovering beside him. "I created you Orion, for the simple reason of persuading Twilight to sign away her soul. You're entire short life was nothing more than a bargaining chip."

"Wh-what?" Orion stuttered, taken aback by the strange creature's words.

"Tell him Twilight, how you gave me your soul so you could finally be with somepony. So you could finally end the loneliness that was slowly killing you."

Twilight had been starting at Orion since he had first arrived, still struggling with her feelings about him. But, now she was starting to feel some sort of pity for him, and perhaps she could have forgiven him for being so overprotective. Discord had made him that way, he couldn't have helped it.

"Orion… It's true, I was sad and alone, and Discord came to me in my depression… He created you so I could be happy, and so he could do all this…" She paced over to him and stared into his dazzling blue eyes.

"So my whole life, all my memories, and the time we spent together… They were just a lie…" He avoided her gaze, somewhat finding her responsible for this.

Discord couldn't help but smile and cackle as he watched the two, if there was one thing he loved it was ponies fighting!

"Ye-yes… But not the time we spent together! We loved eachother, and we still do!" She grabbed his hoof in hers, and continued to look into his eyes.

Orion looked at the ground for a long time, eventually he looked up into her eyes and he broke apart their hooves. "A lie… My entire life, just something to be traded… I'm not sure If I can love you, if you would selfishly create a life just so you could be happy…" He turned away from her, and slowly walked away.

"O-orion! Wait!" Twilight cried out, running after him. However after a quick command from her master, she stopped and could only watch as her old lover walked away from her.

"Oh this couldn't have gone any better!" Discord watched as Orion walked away, delighting in every bit of suffering that Twilight was feeling right then. "Abandoned, even by the pony whose sole purpose in life was to love you! Ha! You really are pathetic!" He dragged a talon down her face before teleporting back to his throne.

"Now what do you say we indulge in some chaos? The night is still young, and there are still so many more ponies lives to ruin!"

Twilight still stood watching as the speck that was Orion disappeared. Now she felt truly alone, broken, sad, depressed, everything she had felt before, but now much, much worse. She understood now, that when you make a deal with the devil, there's no chance of winning…


	10. Chapter 10

Orion took a seat on the multi colored ground and looked into a large pool of red wine. Or what he hoped was red wine…

_A lie… That's all my life has been… _Orion thought as he gazed at his reflection. _All my memories never happened. My mother, whose warm touch was so comforting and the sweet scent of lavender that always seemed to linger, never existed. My fillyhood friends, my school life, all I ever accomplished… None of that ever happened, no, they're just thoughts that Discord placed in my head…_

The stallion looked up for a moment and took in all the chaos around him. Discord had caused all of this, except of course his miserable life, which had just began a few days ago. The blame of that he rested solely on Twilight. _How selfish could she be? Creating me, just so she wouldn't have to be alone anymore… The only purpose of my life was to love her…_

_But was that so bad?_

He dragged a hoof down his clean shaven face. He did have to admit, he was handsome. It was no wonder that pretty much every mare on the street had always been staring at him. A gift from Discord he could call it.

_She had made me happy, just as much as I made her happy. Every moment we spent together was perfect, and I wouldn't have taken a single minute back… We really were made for each other, I'm the perfect stallion for Twilight. And she's the perfect mare for me…_

As he continued to look at his reflection and think a snarl crossed his lips.

_Discord. He ruined it all; he made me over protective, the blame rests solely on him and him alone. _"We can still be together, it isn't over yet!" Orion shouted, jumping to his hooves. He galloped off, leaving a trail of dust in his wake.

* * *

><p><em>I can't believe he left me…<em> _We were made to be together, our love was so strong, then he just leaves me… Then again, I guess I can't blame him… The poor guy just found out his whole life never happened and that his sole purpose was to start Discord's reign of chaos…_

_Speaking of the monster… _Twilight glanced up at him, anger surging through her as he sat there laughing. He was pulling what she imagined to be a prank on some poor, innocent pony. She didn't know, and to be frank, didn't care. She didn't care what happened now; she had lost her friends, her assistant, her teacher and her lover. Things couldn't get any worse.

She looked away from the devilish creature, and towards her old friend. Rainbow Dash was lying on the ground, breathing weakly. She had struggled for hours, trying again and again to break the chain that kept her trapped. The rusty chain had dug deep into her skin, and a large, bleeding gash was visible along her neck. The pegasus stared at the ground blankly, unsure of what to do.

Twilight felt sorry for her. Every bit of her body cried sympathy, yet she could do nothing for the broken pegasus. If she could even call her a pegasus any more, what with her wings gone. A blow she was sure had struck her hard.

It was only a matter of time now, before Discord broke Applejack and Fluttershy. Then all of the bearers of Harmony would be gone, and Discord's revenge would be complete.

The sound of hooves made her ears perk up, and she scanned the area for the source of the disturbance. For the first time since Discord had taken rule, Twilight smiled. It was Orion, and he was galloping full speed towards them.

Discord looked up from the poor unicorn that was running about covered in bees. A frown crossed his face as his eyes fell on the dark blue stallion. He hadn't planned for this…

"Discord!" Orion shouted, skidding to a stop right in front of his dark looking throne. "This ends here!

"You again? Do you need me to remind you how pathetic your life is?" He smirked, leaning back in his chair.

"I don't care! I don't care that I've only lived for a few days, and everything before that are just fake memories! Because I love Twilight! And I'll do anything to get her back again!"

Twilight looked at him, her mouth agape. She almost couldn't believe that this was happening, that Orion had actually come back. That there was some hope no matter how small it was.

"Bah! So you thought that if you just come back here and ask that I'll give her to you? Ha! Now that is comedy!" Discord chuckled, his laughs only serving to anger Orion.

"A game." Was all Orion said.

"What?" Discord asked, breaking out of his laughing fit.

"A game. If I win you give me Twilight and the Elements of Harmony."

"And **I **win?" Discord leaned in, now interested in the stallions words.

"Me. You can take my soul, for all of eternity if you wish. Do whatever you want to me, I don't care."

Discord let out an evil, heartless laugh. "Now there's a deal… Whatever I want you say?" Orion nodded back. "Well I can do a lot in an eternity." He slithered out of his throne and circled around the unicorn. "Even after your body rots and dies, I can just simply create you another body. I could make you suffer for the rest of time itself…" A grin was plastered on his face as he imagined all the amusement he could get out of just one soul.

The words didn't even seem to faze Orion. His slightly stoic face remained, and he continued to stare at Discord. "I'm willing to take that. I'm just asking that even If I lose you let Twilight go."

"Hmm…" Discord repapered in his throne and he began stroking his beard in deep thought. "Fine! But I chose the game and the rules…"

Twilight quickly looked to him and shook her head. Discord was manipulative, and he'd simply just make a game where only he could win. Nonetheless, Orion ignored her and nodded at the Draconequus.

Discord snapped his talons, and a single sheet of paper appeared. He placed the clean, thin contract in front of Orion and levitated a quill beside him. "Find the elements of harmony by sundown, no magic. If you lose your soul is mine forever, but I let Twilight go. If you win, I give you Twilight and the Elements. Either way your love is free. Deal?"

"No Orion! Don't, he's tricking you!" Twilight tried to plead to him; she didn't care about her freedom, not when so much was at stake.

"Deal." Orion mumbled, taking the quill in hoof he scribbled his signature onto the paper.

"Back her by sundown with the Elements, or you lose…" Discord let out a chuckle, snapping his talons again. The once dark night suddenly turned very bright, and the sun hung about halfway through the sky. From what Orion could tell, he had about five to six hours, he also noticed his and Twilight's horns were gone. "Oh and you can take Twilight with you if you want, you'll need her! Ha!" He slammed his fist against the arm rest of his throne and broke out into a fit of laughter.

Twilight walked over to him and shook her head in annoyance. "This is a bad idea Orion… I know you mean well but… Discord's a trickster; he makes things so he's always going to win. No matter what you do."

"But no matter what happens you'll be free! And that's all that matters to me…" Orion turned away from her and started down the street, Twilight soon followed.

"But what about you? Discord's a monster, who knows what he'll do to you!"

"Don't you see?" Orion suddenly spun around, startling her. He looked deep into her eyes and a frown crossed his lips. "I'm doing this all for you… Because I love you Twilight, and that all that my life's meant to be. Now let's hurry up, I imagine that Discord's hidden the elements at each of the bearers houses. I say we start with Applejacks."

Reluctantly, Twilight nodded to him. Now was not the time to argue, the contract had already been signed and all they could do now was try their best.

* * *

><p>They arrived at Sweet Apple Acers within fifteen minutes, both of them panting and covered in sweat. There were no apples on the trees, something that struck out as odd to them. As they made their way down the dirt path, they heard a faint whimpering coming from the barn.<p>

"I don't like this… Not at all…" Twilight commented as they came to the barn door, a faint glimmer of fear flashing through her eyes.

"It's probably Discord just trying to scare us, which means I had the right idea." Orion looked at the locked wooden door for a second, before he bucked it hard with his fore-legs. The sturdy door held up, but after a second kick it came crashing down.

It was very dark inside, and a nose cringing odor filled the air. It smelled faintly like rotten apples from what they could tell. Orion peered into the darkness, and after a few moments he was able to make a shaking figure in the corner. Twilight was hiding in the remains of the entrance in fear, but the stallion stepped into the dark bravely.

"Hello?" He called out to the figure, whose head immediately shot up.

"Wh-who's there?" Came the broken, shaken response.

Orion took a few steps closer, and after his eyes adjusted he recognized the figure to be Applejack. However, she had certainly seen better days. Her mane was a complete mess, no longer tied in a ponytail but hanging down her face in an untidy manner. Her eyes were constantly darting around the room, almost afraid that something was going to suddenly appear and attack her. Her coat had lost some of its color, and she was covered in what appeared to be smashed apples.

"Orion, and Twilight's here to." He gingerly pointed to Twilight, still standing in the doorway.

"T-t-twi?" She asked, almost unsure that they were really there.

After hearing the voice of her dear friend, Twilight rushed to her side, her mouth falling open at the sight of her. "Applejack? What happened?"

"A-a-apples…" She mumbled, rocking herself back and forth. "C-c-came to life…"

"Discord…" Orion stated, looking to the still scared Twilight. "Well, we have to find the Element. Maybe it's in the house?"

Before anypony could have said anything, there was a horrible hissing sound. They turned to look at the entrance, and sitting there were several apples. However, they looked like something one would find in the deepest, darkest parts of the Everfree Forest. They had long, spider like legs, and blood red eyes. Their most defining feature was a set of teeth, which looked long and sharp.

Upon the sight of them Applejack screamed and retreated further into the barn, leaving Orion and Twilight to stand their ground. The apples hissed again before charging at the two ponies.

"Are you kidding me? Apples?" Orion looked at them dumbstruck, not believing that this was the best Discord could do.

"Well they do look very scary!" Twilight pointed out, however her earlier fear had disappeared.

One of the apples scurried over to Orion and bit him on the leg, causing him to curse in response. "Ow! That kind of hurt actually…" He mumbled, quickly slamming his foot down on the apple. Its fruity inners spilled out onto the barn floor.

"Now that I think about it… This is kind of weak for Discord…" Twilight followed Orion and grinded the apples into the ground, after a few moments all the demonic apples were dead.

"A-are they gone?" Applejack asked carefully walking over to them, her eyes still darting around.

"Yeah… But we've wasted enough time. Twilight, you explain everything to Applejack. I'll go search the house, I'm sure the element will be in there."

* * *

><p>After another ten minutes Orion reentered the barn, a beautiful gold necklace dangling from his saddlebag. He was glad to see that Applejack had calmed down, her normal composure quickly returning.<p>

"Sorry ah freaked out there… But them apples were scary! All mah live ah been eating apples, and never before have they tried to eat me!"

"Well it doesn't matter, we don't have that much time and we still have five elements to find. I say you go to Pinkie's and get her element, while Twilight and I go to Fluttershy's. That way we'll do this a lot faster."Applejack nodded, and she quickly rushed out of the barn. Orion turned to Twilight. "Where's Fluttershy's house?"

Twilight was about to respond, but something in her mind kept her from talking. She heard a very faint, weak whisper and she said exactly as it said. "In Ponyville, on the east side of town."

"Really? I know she has a love for animals, I would have expected her to live by the Everfree Forest or something…" Without saying anything more they hurried out of the barn, and Twilight followed with a frown.

No matter how hard she tried to say something nothing came out. It was like somepony had taken hold of her throat and kept her from speaking. She couldn't even stop herself from following Orion; somepony had taken complete control of her body.

_Discord… _


	11. Chapter 11

"Twilight, are you sure Fluttershy's house is around here?" Orion questioned as he glanced around the dirty alley they were standing in.

"Yes! I'm always right after all, I'm just the smartest pony ever because I read so many books!" Twilight replied in an odd, somewhat foreign voice. He couldn't put his hoof on it, but there was something wrong with her… "It's right down here!" She continued down the alley and took a left. Shaking his head, Orion followed.

They were defiantly in the slums of Ponville, the kind of place where you had to glance behind your back every few seconds. The alley was littered with pieces of rotten food and broken bottles. It gave off a stench that smelled like something had died in it, which most likely it had. Despite his mental protests he stepped further into the alley and followed Twilight through a maze of twists and turns.

"Uh Twilight… I really think you have no clue where we're going…"

"Ha! I know exactly where we're going, I know everything after all! I'm Princess Celestia's personal student, and she's the greatest, most powerful pony in all of Equestria! I could just talk about her for hours!"

_Okay… There's defiantly something wrong with her… I sure hope Applejack is faring better…_

* * *

><p>"Now just calm down Pinkie! Put down the pie and we can talk about this!" Applejack urged, ducking behind a table as a raspberry pie came flying at her.<p>

"Talk about what? How you think I'm a joke? About how stupid Pinkie Pie is and the only thing she's good for is laughing at!" Pinkie screamed, flinging another pie at her so called friend.

"Ah don't got a clue what you're talking about sugarcube!"

"Oh yeah right! I know all about how you guys laugh at me!" With her temper growing, she rolled out the heavy artillery and now began pelting her friend with fully frosted cakes.

"Discord's gotten to ya that's all! Remember that ah'm your friend Pinkie!" Applejack poked her head up from her cover, an obvious mistake as a cake was flying directly at her. She quickly ducked, and the cake splattered against the wall showering half of the store in strawberry frosting.

"Really Pinkie Pie, she's right! Just calm down, you're not yourself!" Orange Taffy urged, jumping up from behind the counter her rushed over to her.

"And you!" She turned to Orange taffy and bared her teeth at him. "You were in on it too weren't you? You never loved me; you were just lying so you could all laugh at me when I'm alone!"

"N-now Pinkie, you know that's not true! You don't know what you're saying!"

"I know what I'm saying, and I'm saying I have no friends!" Orange leaped for cover as Pinkie resumed her frosty assault.

* * *

><p>"We've been wandering around for half an hour!" Orion finally yelled in frustration, stopping in his tracks. "I know something's wrong Twilight, now tell me!"<p>

"What's wrong? How can there be anything wrong with me? I'm just the smartest pony of all time, except for Discord of course…"

_That's it!_ The final piece snapped into place, and Orion facehoofed at how obvious the answer was. "Discord! Let Twilight go! I know your controlling her!"

"I don't know what you're talking about Orion! Let's just keep going, we're almost at Fluttershy's…" Twilight went to keep walking, but he held her back by placing a hoof on her shoulder.

"No. Let her go Discord, this is supposed to be a fair game."

Twilight smiled a devilish, mischievous grin. Her voice then immediately changed to that of a cold, heartless monster. "Who ever said anything about being fair?"

"I can't do this on my own Discord, I need Twilight."

"Oh well that's too bad! I still own Twilight, that means I can do whatever I wish with her…" She stared at him with not the violet eyes of the mare he loved, but with the evil pupils of the one who had caused all this misery. "And If I wish to take complete control of her body, then I can do so…"

_Complete control of her body? This might just work… _Moving solely on a single crazy thought, Orion moved close to Twilight and met her lips with his. They embraced in a kiss for a few seconds, before the shock wore off of Twilight and she pulled away. "Twilight?" He asked weakly, staring at her in hopes for any sign of change.

"Orion? Oh my Celestia! I spoke! Discord's control is broken!" She said with excitement, embracing him in hug. "How did you know that would work?"

"I didn't! I just assumed that since Discord had taken complete control of your body he wouldn't appreciate it very much if I kissed him!"

"Well who knows how long it is before he regains his senses! Quick, I'll tell you where all my other friends live! Fluttershy lives on the edge of Everfree Forest, if you follow the path along Sweet Apple Acers you'll get there! Rarity owns the Carousel Boutique just a few streets down from Sugarcube Corner! And Rainbow Dash-"

Twilight's rapid explanation was cut short as Discord took control once again. Her sweet, caring expression immediately turned to one of hate. "I have to hand it to you Orion… I wasn't expecting that… You were able to break my concentration, but it won't happen again."

"Just you wait and see Discord; I'll be right in front of your throne with the Elements before sundown." Orion nodded to her before galloping down the street and towards the Everfree Forest.

"Good luck…" Twilight let out a deep, cold laugh as she watched him disappear from sight.

* * *

><p>"Um Angel, could you please, if it's not too much trouble that is, put down the spoon?" Fluttershy pleaded weakly, ducking as the bunny threw the wooden utensil at her. "Now that's not very nice Angel, what did I tell you about throwing things?"<p>

The ironically named rabbit began rummaging through the cupboards, looking for something else to throw.

"Fluttershy?" A voice yelled from outside, immediately after the door to her cottage was bucked down. "You must be Fluttershy!" Orion stated, quickly rushing over to her.

"Oh um, who are you?" The pegasus squeaked, ducking again as a whisk flew right over her head.

"It's a long story, all you need to know is I'm a friend of Twilight's."

"Twilight mentioned you! But where's your horn? She told me you were a unicorn…"

"It doesn't matter! Now what in Equestria did Discord do to that rabbit?"

"There's nothing wrong with him! He's just a little upset because I don't have any ice cream for lunch…"

Orion frowned, from what he was hearing outside he assumed some sort of horrific creature was on the loose inside her cottage. To think he got all worked up about an angry bunny…

SLAM

Orion fell flat on his back, a frying pan clattering to the floor. Stars spun around his head, and he looked around disoriented.

"Angel! That's not how we treat guests!" Fluttershy declared, finally having enough. She rose up from behind the counter and scowled at the bunny. Seeing that he wasn't going to get what he wanted, he slammed his foot down before hopping away. "Oh I'm so sorry Mr. Orion… Angel just gets a little unruly sometimes…"

"Who? What?" The uncoirn shot up and looked around the quaint little cottage with suspicious eyes. Suddenly everything came back to him, and he breathed a sigh of relief as he got to his hooves. "Quick, you need to help me find the Element of Kindness! It should be around here somewhere!" He rushed over to her kitchen and began looking through the various drawers and cupboards.

"The Element of Kindness? Well I don't think I have that around here… I think the Princess usually keeps those in Canterlot Castle…"

"No no! Discords taken control of Equestria if you hadn't noticed! Now I'm in a game with him to find all the Elements of Harmony before sundown!" Orion hurriedly explained, finding the kitchen devoid of gems he began searching the rest of the house.

"Oh well I suppose I can help you then!" Fluttershy smirked, going about helping the stranger.

"I'll go search upstairs, you keep looking down here!" Orion stated before rushing upstairs. The pegasus continued searching, peering into the many small homes of the creatures she looked after. She found nothing in the birdhouses, mouse holes and cradles.

A sudden loud pop scared her, and when she turned around she came face to face with the King of Chaos.

"Fluttershy! Long time no see…" He remarked, grinning manically at her.

"D-d-d-d-discord!" She stuttered, quickly leaping behind a couch.

"Aw, there's no need to be afraid Fluttershy!" He hissed, placing his arms on the couch and peered down at her.

"G-g-g-go away!" She squeaked quickly curling into a ball.

"I'm not going to hurt you dear Fluttershy, how could I live with myself if I did? You're the kindest and sweetest pony I know." He ran a talon down her shivering back. "No… Physical punishment I've reserved only for Rainbow Dash…"

"Wh-what did you d-do to Ra-rainbow Dash?"

"Oh you'll see soon enough. Now you're not going to let Orion leave, are you?"

The pegasus looked up at the terrifying face of Discord, quickly regretting it she curled back into a ball. "Wh-what do you mean?"

"Well, I'm sure I could beak you this time but Orion is going to be down her soon… So, I'll have to make this quick!" He tapped her on the head with his talon and in response the color from her body faded. She stopped shaking, and getting to her hooves she scowled at him. "Perfect! That should keep the fool occupied for bit…" Discord cackled to himself, quickly teleporting away as he heard the sound of creaking stairs.

Orion rushed into the main room, panting as he was out of breath. "I f-found it Fluttershy!" He exclaimed, gesturing to the necklace in his hoof.

"Oh woopde-do! You found the stupid little necklace that does nothing!" She suddenly snapped before hurrying over to him.

Completely stunned at her sudden change in attitude, he stared blankly at her for a few moments.

"What are you looking at, horn head?" Fluttershy snarled, quickly snatching the necklace from his hooves.

"Hey give that back!" Orion went to grab it back, but the pegasus took flight and went out of his reach.

"What's wrong? Cant' fly? Oh I guess you unicorns can't do everything then!"

_What in Celestia's name is wrong with her? _Orion thought as he stared at her. After a few seconds he quickly noticed something. _She's grey! Just like Pinkie Pie was! Discord must have gotten to her while I was upstairs…_

"Fluttershy! Just give me the Element and let me be on my way. I've lost enough time as it is!"

The pegasus laughed cruelly, circling above him just out of reach. "Come and get it you stupid horn head! I've always hated all you unicorns, thinking you're so much better then everypony just because you have magic!"

"This isn't the time! Just- give- me- the-damn- ELEMENT!"Orion yelled in-between fruitless attempts at jumping for the element. Every time the pegasus would raise up a bit, his hoof just missing the gold necklace. With a final jump he just graced it; before gravity took effect and he plummet back to the floor, landing hard.

"Oh I guess you can't use your magic either! Too bad, now you're no better than an earth pony!" Fluttershy grinned, enjoying watching his pathetic attempts at getting the element.

Orion gritted his teeth as he looked up at the pegasus. _I've got to get that element… For Twilight! _With a sudden burst of adrenaline, he jumped onto the couch and leaped at her. With the added height he was able to tackle her to the ground.

"I'm sorry!" He quickly apologized, making sure to grab the Element from her hooves. He really hadn't wanted to hurt her, as she was just a poor pawn in Discord's twisted game.

"Ow my head…" Fluttershy mumbled, gently rubbing her now slightly bruised skull. "O-Orion? What happened?"

Noticing how awkward it was him laying on top of her, he quickly got to his hooves. "Fluttershy your back! I'd love to explain, but I really have to get going. Come with me! I'll need your help once all this is done, I can explain more on the way too…"


	12. Chapter 12

"Hehehe…. All I can think of is how stupid your little lover is, betting his soul on one of MY games!" Discord cackled, he leaned over the side of his throne to look down at Twilight.

She glared up at him, "He'll win! Just you wait and see! You'll be put back in stone where you belong!" She roared, Discord responded with a laugh.

"Ha! You still think there's hope? Well get use to this Twilight…" He gestured to the chaos all around them, from the multicolored uneven ground, to the upside down houses. "This is the future of Equestria, and nothing is going to change that!"

_Please Orion… You have to do this, not only for my sake and all of Equestria's, but for yours! _She thought silently to herself, quickly looking away from the Draconequus. _Discord may cheat and do whatever he can to stop you, but I know you'll try your best…_

* * *

><p>"By s-s-sundown? But that's only a couple hours away! And you only have two of the Elements!" Fluttershy stuttered, doing her best to keep up with Orion who was galloping down the street at a frightening speed.<p>

"I know! If Discord would stay out of the damn way this would be a lot easier…" Orion yelled back to her, his eyes set on the large pink building ahead of them. "I hope Applejack's gotten Pinkie under control, she wasn't looking well when I saw her last…"

He burst through the door of Sugarcube Corner to find the place a complete mess. Frosting, huge pieces of cake and muffins, and sprinkles littered the entire store. It looked like a hurricane had passed through the building, leaving it in an utterly devastated state. In the middle of all this, Applejack was panting behind a table and Pinkie Pie was shouting some very rude things.

"Great job Applejack seems like you got a lot accomplished here…" Orion rolled her eyes at her.

The exhausted cowpony replied with a scowl. "Well Ah'd like to see you do better! She ran out of thing to throw at me, so now she's just yelling!"

"And another thing! My last birthday present? It was awful! How could you possible think I would like something so pink? Some friend you are! Stupid jerk!" Pinkie Pie screeched, not caring that Orion and now Fluttershy had entered the store.

Orion grinned, "Just watch! I was able to get Fluttershy back to normal, and she was a whole lot ruder! This should be a piece of cake!" He paced up to pink pony with a smug look on his face.

"Oh look who it is! Twilight's coltfriend, what in Nightmare Moon's name do you want?"

"Listen Pinkie, you aren't acting normal. Just take a second to calm yourself and-"

Orion was cut off, as Pinkie drove her right hoof into his face. He stumbled back, holding a hoof to his bruised face. "Ow! What in the buck was that for?"

"Stay away from me, egghead! You know, you and Twilight are perfect for each other! You both think you're smarter then everypony, and you never shut up!"

_Maybe this won't be so easy… _Before Orion was able to try again, Fluttershy calmly paced up to the pink pony.

"Um, P-pinkie Pie… Could you maybe stop yelling for a second? If you didn't mind that is…" She asked her voice as timid and shy as ever despite the situation.

Surprisingly, the angry look on Pinkie's face vanished and she seemed to calm down for the moment.

"And you shouldn't say such mean things to Applejack… She's your friend, remember? I'm your friend; we defeated Nightmare Moon and Discord together!"

Pinkie Pie's lip curled and she stood passively for a few moments. Eventually, the color to her coat slightly returned, and a small smile on her face formed. "Yeah… I do remember!"

Fluttershy returned her smile, "Good! We're all friends, Rainbow Dash, Twilight, and Rarity! Remember all the great parties we had?"

"Yeah, yeah!" She said, her smile turning into a full blown grin. Her coat lost all of its grey tinge, and was now back to its usual bright pink. "I'm real sorry for what I said Applejack…" She apologized, turning her head to the cowpony.

"T-that's okay Pinkie… Fluttershy, how in Equestria did you do that?" Applejack asked, completely amazed by the pegasus.

"Oh it was easy. Some ponies just needed to be treated with a little kindness, that's all." Fluttershy grinned before going to Orion's side.

The unicorn's mouth was hanging open, hardly believing that the shy pegasus had soothed the raging beast that was Pinkie Pie. "Okay… Let's just find this Element. Applejack, you explain everything to Pinkie." Orion nodded to Applejack before he went searching through the ravaged store, Fluttershy quickly accompanying him.

* * *

><p>As before, it only took a short time for them to find the Element. Now three golden necklaces were packed away safely in his saddlebag. <em>Three more to go…<em>

"Alright, we need to split up if I'm going to have any chance of winning this." Orion said to the three mares, Orange Taffy had begun cleaning the store and felt it best that he stayed out of their matters. "Applejack and Fluttershy, you two go to Rainbow Dash's house. Get the element, you shouldn't run into any trouble because she's well… Don't worry about it…"

"What's wrong with Rainbow?" Fluttershy quickly asked, concerned for her friend.

"Discord's got her, but we'll help her soon. We need to do this first. Pinkie Pie, you and I will go to Rarity's. Then that'll just leave Twilight house…"

"Alright!" Pinkie Pie exclaimed, "Let's do this!" She rushed out the door, Orion quickly trailing behind her.

* * *

><p>"B-b-b-b-but Reinaldo, how could you do this to me?" Rarity cried out in anguish between her fits of bawling.<p>

"Ah mi amor, you have to understand!" The large stallion replied while he threw all his belongings into a carrying case. "Your new hair, it does not, how do I say this? Fit you well…"

"GAH!" Rarity screamed, breaking down into another storm of tears. Her voice was muffled by her bedroom wall, but the stallion could hear her cries clearly. "But you can't leave me! My hair will grow back, I promise!"

"I'm sorry mi amor, but better to have loved and lost than never have loved at all, no?" Reinaldo said, grabbing his luggage. "Goodbye, Rarity…"

"REINALDO!" Rarity yelled, which was soon followed by more crying. She simply refused to get out of her room and let the world see her bald head, even if her husband was leaving her. She heard the front door slam shut, and she only cried harder.

Orion burst through the door of the Carousel Boutique, only to have his ears assaulted by Raritys cries. He placed his hooves against his ears in a vain attempt to block out her screams.

"That sounds like Rarity!" Pinkie Pie yelled over the noise, she guided him to a set of stairs and to the door to the unicorn's bedroom. "Rarity!" She pounded on the door, "It's me, Pinkie Pie!"

"W-wh-what?" She stammered, "P-P-Pinkie?"

"Yes, now come on out! This is important!"

"NO! I can't let everypony see me like this! I refuse!"

"Oh don't worry Rarity, everpony's hiding inside thanks to Discord!"

"No! I am simply NOT going out there when my hair is like this! Not only that, Reinaldo left me! I'm never coming out of here!" She screamed, breaking into another fit of tears.

Orion rolled his eyes, _Sheesh, what a drama queen… _"Come on Pinkie, we have to hurry! You try and convince her to come out, I'll find the Element!" The stallion hurried down the stairs and began searching the rest of the store.

"Come on Rarity, just wear a wig! We really need you!"

"A w-w-w-wig? Well… I g-g-guess that could work… But what's so important?" She hiccupped back.

"Discord! Once we get all the Elements were sealing him back in stone! We can't do this without you!"

There was a long pause before Rarity spoke again. "Well, alright… I'll find a wig…"

After about twenty minutes of her searching for a wig that fitted her best, the door to her bedroom finally swung open. She had long, wavy brown hair instead of her fabulous purple mane. It was nowhere near as beautiful as her old mane, but it was a far better improvement then being bald. Orion had been waiting impatiently, as he had been unable to find the Element anywhere else. As soon as Rarity stepped into the hall, Orion pushed past her and scanned her room for the necklace.

"There it is!" He immediately shouted, grabbing the golden necklace from the top of a pile of silk. "Now let's get going!"

The three of them hurried out of the boutique and onto the road, only to find a massive crevice cutting through the ground.

"Oh great, just how are we supposed to get past this?" Orion shouted in frustration as he looked along the giant gap. It ran as far as the eye could see to the left and right, and it was at least a five meter jump to the other side.

"That's easy!" Pinkie Pie answered with a smile. "Just a hop, skip, and a jump!" She did just as she said, and the two ponies watched with amazement she cleared the huge gap.

"P-P-Pinkie! How in Celestia's name did you do that?" Orion questioned, his jaw hanging open.

She rolled her eyes and sighed, almost as if what she did was easy. "Like I said a hop, skip, and a jump!" Just as before, Pinkie hopped, skipped then jumped the entire crevice. She stood on their side, a grin plastered on her face.

"Alright… I guess we'll have to do that…" Orion mumbled a horrible feeling in the pit of his stomach as he gazed down into the darkness of the huge crevice. He always had a fear of heights, ever since he had fallen down a dark well as a colt. _Well, actually that never happened… But still…_ "Well… uh, ladies first?" He gestured a hoof towards Rarity and she pouted.

"Hm, fine! If you're too scared to go first, some gentlecolt you are! Uh, can you show me again Pinkie?"

"Sure!" The pink pony did her simple jump and made it to the other side. She looked at them expectantly.

"Alright Rarity… It's easy, just a hop…skip… and a JUMP!" Rarity did as Pinkie had done, and she was soaring through the air. She just barely made the jump, her back hooves teetering on the side of the crevice. She let out a sigh of relief before looking to Orion.

He swallowed hard. _Alright, this is easy! Pinkie did it; Rarity did it, that means you can do it too! Just a hop, skip and a *gulp* jump, easy as that… _He stared into the darkness for a few more minutes, trying his very best to rouse up some courage. _Come on Orion! We don't have much time left, you have to do this! For Twilight… _

After letting out a long sigh he looked back up. He took a few steps back to insure he would have a running start. After a few moments, he began galloping, he hoped, skipped then finally, jumped. He soared through the air and over the gorge; he smiled seeing that he would make it.

However, he didn't jump quite far enough and only his front hooves landed on the ground. He clawed and struggled in fear, trying desperately to heave himself up. Rarity and Pinkie Pie quickly grabbed his front hooves and tried to haul him up.

_Don't look down, don't look down… _He told himself repeatedly, keeping his eyes clamped shut. However after a moment he opened them, only to see the never ending darkness below him. He panicked and the two mares's almost lost their grip on him.

"Calm down Orion, we'll get you up!" Pinkie Pie urged, tugging with all her might.

After a short time of struggling they were able to pull him up, Orion quickly kissed the ground in happiness. "Oh thank Celestia, I thought I was going to die there!"

"Come on Orion, we haven't got all day remember?" Pinkie Pie urged, tapping her hoof against the ground in annoyance.

"Huh, wha?" He glanced up, momentarily broken out of his panic. "Oh uh, right! Let's get a move on then!" Orion took point in front of the two mares, who after exchanging an awkward glance followed him.


	13. Chapter 13

_I think we might actually be able to do this! _Orion thought to himself after taking a glance at the darkening sky. _We probably only have around an hour left, but at the rate we're going we should be able to make it… _The dark blue stallion shot down the street, the two mares were having a hard time keeping up with him, especially since Rarity was stopping every few steps to fix her wig.

"Gah! I was sure that crevice was going to stop him…" Discord curse in annoyance as he watched the three ponies from above. He hovered gracefully through the air, keeping a close eye on the group.

"I told you Discord, he's going to win!" Twilight snapped at him, Discord turned to the large bubble she was floating in.

"Ha! Do you really think that was my only trick? Orion is going to lose, I assure you that… Now, let's see how he deals with my next trick…"

Orion galloped full speed down the deserted street, paying no attention to the buildings that flew past him. The wind wiped around his body, turning his hair into a mess. He didn't care, as he was set only on one thing, getting to Twilight's house. He was so immersed in his running that he didn't even realize that the ground had turned to ice until it was too late.

Immediately he slipped, falling face first onto the cold ground. His body slid far across the ice until he crashed into a large snow drift on the edge of the road. "Damit Discord!" Orion yelled in frustration as he dug himself out of the snow and back onto the icy road. He tried his best to walk on the frozen surface, but his movements were clumsy and he only succeeded in falling again.

"Need a hoof?" Pinkie Pie asked, offering an outstretched hoof to the fallen stallion. She had somehow gotten a pair of ice skates, and was gliding across the ice with ease.

"Thanks…" Orion mumbled before she heaved him back up. It took a few moments of flailing hooves to keep himself up, but eventually he was sturdy enough to stand. "If Discord thinks this is going to stop me, he's got another thing coming!"

"Well… Not to dampen your spirits or anything, but it does look like it's stopping you…" Rarity remarked, watching as Orion fell once again.

"You're not the greatest skater, are you?"

"Shut up Pinkie…" Orion hissed back as he scrambled to get back up. "I never skated much as a colt. Well actually, I guess I never skated at all…" He mumbled, realizing that yet another of his supposed 'memories' never happened.

Pinkie Pie grabbed his hoof yet again and hauled him up. She slowly started to guide him down the street, towards the library. Despite Rarity not having ice skates she was able to follow them with relative ease, the same amount of grace and beauty emanating from her as usual. Before long they reached the end of the road, and Orion stepped off the ice and onto the doorstop.

"I sure hope the door is unlocked…" Cautiously he pushed on the door, a sigh of relief passing his lips as he watched it swing open. "Now we just have to find the Element…"

Orion let out a sudden gasp as he stepped inside. Standing in the middle of the room was a small baby dragon. "S-S-Spike? B-but I thought you left?"

"Oh, so you could have Twilight all to yourself? I don't think so!" Spike pounced at Orion and landed on his head, immediately he began scratching at him with his sharp claws.

"Argh! Ow! Ow! Get off of me!" Orion yelled in pain as he stumbled back onto the street, blinded by Spike he was unable to see the ice behind them. He slipped as soon as he touched it, causing the two of them to fall to the ground. The baby dragon continued to attack him viciously.

"Spike? What are you doing? Stop attacking Orion!" Pinkie Pie snapped at him as she skated over.

"Yes Spike, he's on our side!" Rarity said, slightly distressed that the baby dragon was mauling him.

"Never! He tried to take Twilight away from me!" Spike yelled, continuing to claw at Orion.

"Gah! That actually hurt you know!" Having had enough of the baby dragon, Orion lifted a hoof and threw Spike off of him. He immediately got back on his small legs and charged at the stallion.

* * *

><p>"BWAHAHA! Isn't this turning out perfectly? Really, I never imagined it would be this much fun!" Discord cackled as he watched the two fight. A horrified look was plastered on Twilight's face as she watched her lover fight her best friend.<p>

Discord turned away from the two for a moment to delight in Twilight's expression. "Don't you see Twilight? He can't win… Not when I'm in control! Ha!"

She wished she could say something back, about how Orion would win, but at this point she had lost hope. He was running out of time fast and it didn't seem like this fight would end soon.

"Who knew that Spike would be such a good fighter? Look at him go! Ha!" Discord burst into laughter as he watched the baby dragon fight Orion, the stallion wasn't putting up much of a fight, but it was probably because he didn't want to hurt his small opponent.

* * *

><p>"Now that's enough Spike!" Rarity yelled, using her magic to pull him off of Orion. Small cuts were scattered all over his face and body, but only a few of them were bleeding. Spike was still a baby dragon after all.<p>

"Let me at him! He tried to take Twilight away from me!" Spike roared in anger while he fought at Rarity's telekinetic grip.

"Now calm down Spike, Orion is our friend!" Rarity told him. Upon hearing her sweet voice he settled down a bit and the unicorn released her grip on him

Spike took a few deep breaths then looked up at Orion, the anger in his eyes still visible. "But Rarity, he tried to get rid of me! He's evil!"

"He's not evil Spike!" Pinkie Pie butted in. "Discord's the evil one here! Now we have to hurry up and find the Elements, before it's too late!"

"D-D-Discord?" Spike stuttered. "He's back?"

"Yes," Orion stated simply, "and I imagine he's the one who brought you here." The stallion got back to his hooves; he had started getting used to the ice and was now able to actually stand.

"What? I walked back here so I could beat you up! Discord had nothing to do with it!"

Orion chuckled slightly, "That's what you think, Discord probably just put those memories in your head. Believe me; I know what it's like… Now let's hurry up and find this Element!"

* * *

><p>Books, books and more books were all Orion was able to find as he searched Twilight's bedroom. The bookshelf against the wall was filled with a variety of tombs, some as thick as a pony's skull, while others were much shorter tales.<p>

"Come on, it has to be around her somewhere!" He mumbled in frustration as he searched the rest of the room. There was nothing around Twilight's bed except a single chest which, unsurprisingly, held books.

Orion searched every bit of the room as he upturned Spike's bed and Twilight's mattress. Yet he was unable to find it, and eventually walked down the stairs defeated. He found the other three waiting there, each with just the same disappointed look.

"You couldn't find it?" Orion asked, they all shook their head in response. Orion let out a sigh and looked at the ground. _Where could it be? Discord must have hid this one well; I just need to think_…

_Let's see, it's an Element of Harmony… _He glanced around the library, hoping to find something that could give him the answer. _Harmony, Harmony… Peace is a synonym of harmony, maybe that's it! _Orion rushed over to the bookshelf and began searching for the P section. He found three books with the word Peace in the title, but they all proved to only hold paper and words, no element.

"Come on, it's got to be here…" Orion mumbled under his breath as he returned to his deep thought. _Element, Element…_

Spike, Rarity and Pinkie Pie all watched as Orion sat thinking. They wish they could help, but they thought it best to leave the unicorn to his thinking. If anypony there had a chance of finding it, it was Orion.

"That's it!" Orion suddenly jumped into the air after a few minutes, his mouth turning into a grin. "It's has to be there!" He ran over to the bookshelf and quickly grabbed a book called _The Equestrian Table of Elements_. Normally the thick book would be filled with descriptions on all of the various scientific chemicals and elements found in Equestria , but instead he found a golden headdress, embroiled with a sparkling magenta. "Yes! We did it!" He cheered, and the other three quickly joined in.

After their short victory cheer they hurried out of the library and onto the street. All that was left now was the Element from Rainbow Dash's house, which hopefully should have been retrieved by Applejack and Fluttershy. However when Orion glanced up at the sky a pang struck through his heart. The sun was just minutes from setting.

"Quick, we have to hurry and find Fluttershy and Applejack! They should be at the town square, just as long as they got the Element all right. This sure is going to be close…"

* * *

><p>"What did I tell you Twilight? Your precious Romeo lost, and now his soul is mine!" Discord cackled, watching with excitement as the sun began to set. The last rays began to disappear, and it was only mere moments away from setting completely.<p>

"No…" Twilight mumbled under her breath as she watched the sunlight extinguish under the horizon. "Orion…" She said, almost on the verge of tears. _He lost…_ _Despite all his determination he just couldn't beat Discord at his own game, oh I knew he should have never signed that contract… I should never have signed that contract… _

"He was an idiot for trying to beat me; I am a god after all! How could a mere mortal possibly defeat me? I was just too smart and cunning…" Discord grinned, his eyes widening as the sun slowly set. It was so close now, only seconds were left before the game was over. Down, down, and down it went. The sunlight extinguishing like a long torch in the middle of the ocean. It was so very close now, only seconds away before Discord won. He could practically taste it on his lips.

"DISCORD!" A yell broke him out of his trance, and he looked up with utter surprise. Running full speed towards him was a dark blue stallion, his saddlebags full with golden objects. The Draconequus's jaw dropped, and his grin turned into a twisted, furious scowl.

"What?" He snarled with rage, hardly believing what he was seeing.

"Orion?" Twilight perked her head up immediately and her eyes lit up at the sight of the stallion. _He did it! I can hardly believe it! He beat Discord!_

Just as the sun set, Orion skidded to a halt and threw the saddlebag from his back. It slammed against the ground, the Elements scattering across the multicolored earth. Discord's frightened eyes counted them; _three, four, five… six!_

"Ha!" Orion laughed in between deep, heaving breaths. "I beat you Discord, I beat you!"

Discord stared blankly at the Elements for a few moments, hardly believing that he had just lost. He, the god of Chaos and Disharmony had been beaten by his own creation, a simply unicorn. For only the third time in his incredibly long existence, he tasted the bitter taste of defeat.

After a couple minutes the rest of the other Element bearers arrived, along with Spike. Upon seeing his old friend, he immediately jumped off of Pinkie's back and rushed over to her. The two embraced in a hug, and they simply didn't want to let go.

"Oh Spike, I missed you so much…" Twilight mumbled, hot tears streaming from her eyes.

"I-I missed you too Twilight…" Spike replied, doing his best to keep from crying. Rarity was there after all.

"Uh, Ah hate to end your little reunion, but could you save it till after we beat Discord?" Applejack asked, pointing a hoof towards the still seated tyrant.

They two quickly broke apart, suddenly remembering that the Draconequus had lost, and it was now time to pay up. They noticed the injured Rainbow Dash slumped against the ground, and Pinkie Pie quickly hurried over to get her free. After a moment all the bearers stood ready to end the Draconequus reign.

Orion grinned from ear to ear, and then strutted in front of Discord's throne. "Well well Discord, It seems like you finally lost! You thought that all those tricks and traps would stop me, but nothing can stop my love for Twilight!"

"Well how courageous! It looks like the power of love and friendship won in the end!" Discord mocked while rolling his eyes.

"You should stop with the insults Discord, it's over!" Twilight snapped, quickly running to Orion's side. He looked over at her and nodded, then turned back to Discord.

"Oh I suppose it is Twilight… I'm defeated, and now my chaos is at its end…" He said in an obviously fake voice, before leaning back in his seat with a satisfied grin.

_Why is he smiling? He lost! Unless he's got another trick up his sleeve… We'll have to be careful… _

"So, aren't you going to pay up Discord? I won fair and square!"

The Draconequus let out a deep throated laugh. "That you did Orion… Here are your Elements." He snapped his talons and the Elements lifted up and placed themselves onto of each bearers head. "And there's Twilight, just as I promised…" He pointed at Twilight and laughed again.

Orion looked from Discord to the unicorn a few times, waiting for the collar to break. But after a few moments he realized something was up, and he snarled at Discord. "You said you'd let Twilight go! Why's the collar still on her?"

"I said I'd give her to you, I never said I'd let her go…" He hissed with a devilish grin.

Orion stumbled back a few steps, the words hitting him like a ton of bricks. "No…" He mumbled. "No… I won, you can't do this Discord! You can't!"

"Oh I can Orion…" He slithered out of his throne and whispered into his ear. "I always win, no matter what. So you see it didn't matter if you won or lost my game, because I had a net to catch me…"

_Why the two timing, cheating bastard! _Orion swung a hoof at Discord in fury, but missed as he teleported away.

"So it doesn't matter if you have all the Elements and the bearers, as long as I control Twilight you can't beat me! Ha!" As before the collar took control over Twilight, and she walked to the side of her master. Her happy, victorious smile had faded; it was now replaced with a look of defeat and sadness. They had been so close, but Discord had snatched their victory away.

"This don't mean we won't fight you Discord, not after what you've done to us and Ponyville!" Applejack yelled, digging her hooves into the ground.

"Yeah! We're still friends, that means we can still beat you!" Pinkie Pie yelled, dropping into a fighting stance.

Discord looked along all the bearers, who stood ready to fight him. How foolish they were. "Why don't we all stay awhile? We can have an entirety of fun! Bwahaha!" He snapped his talons and the next second the bearers all stood still. Completely still.

In fact, they had all turned to stone, and each had the same angry look on their face. Twilight looked at them all with horror. The only ones left untouched by his magic were herself and Orion.

Orion looked over at her, his eyes pleading forgiveness. _I'm so sorry Twilight… I, I tired… I really did, but I guess in the end Discord really does win… No matter what… _He hung his head low, the feeling of defeat washing over him. There was nothing left to do now but give up.

"Now I think I deserve some payback for all that trouble you put me through! It was annoying watching you beat all my best traps and plans…" Discord raised Orion into the air with his magic, levitating him in front of him like a puppet. "Now, what should I do first? Whatever it is, it's going to hurt a lot my friend… and Twilight's going to watch every second of it…"


	14. Chapter 14

"Hmm, what should I do first? Pierce your skin with a thousand knifes, rip you limb from limb?" Discord pondered as he swung Orion's body around like a ragdoll. "No, those ideas are so boring and unoriginal… Maybe I could turn you inside out? Or replace a few of your major organs with fruits! That'd be fun!"

Twilight watched in horror as Orion's body hung limply in the air, a terribly fear shooting through as Discord said a few idea aloud. She couldn't bear to watch him suffer so in a pathetic attempt she clamped her eyes shut, much preferring the darkness that now blinded her.

Upon seeing the unicorn close her eyes Discord scowled. "Open your eyes you insolent wench!" He snarled at her, his words instantly causing her eyes to snap open. Completely against her will, she stood silently watching the still floating body of Orion. A terrible feeling of fear sat in the pit of her stomach and she wished nothing more than to turn away or close her eyes, yet the collar kept her from doing just that. After seeing that his pet was watching attentively Discord gave her a satisfied smile. "Good… now let's begin, shall we?"

After a few horrifying moments of silence, Twilight quickly realized she couldn't just sit there while her former lover was tortured. She couldn't just give up, there had to be a way to save Orion. _Think Twilight, think!_

Discord raised his claw, giving Orion a menacing grin as he readied to unleash whatever wicked torture he had planned for the poor unicorn. "Any last words before your speech becomes an incoherent slur of painful screams?" He inquired as he stared at him in anticipation.

Orion looked up into the devilish, red pupils of the Draconequus. Swallowing hard he glanced over at Twilight and gave her an apathetic smile. "I… I'm sorry Twilight…" He mumbled, biting his lip in a weak attempt to hold back his tears. "I'm sorry I couldn't save you… I'm sorry I couldn't beat Discord… I'm sorry I ever came into your life…"

Watching him apologize broke her heart, and it only spurred her on further to find an answer. Thoughts shot through her head at supersonic speed as she desperately tried to think of something, anything that could save the unicorn. A few more seconds of dead silence past, and Discord finally went to snap his talons. He was interrupted however, as Twilight suddenly yelled out. "Stop!"

Discord looked down at her with a furious expression as his patience was now wearing thin. "What now?"

Silently smiling to herself, Twilight stared up at him with her best poker face. "I demand to see the contract I signed!" She ordered with all of her mustered confidence.

Upon hearing her demand the Draconequu's angry scowl turned into a joking grin. "You think that'll save you? Now? Bwahaha! Maybe you should have just read it in the first place, then all of this wouldn't even have happened!"

Ignoring his words Twilight pressed on with her demand. "As a legal signatory of that contract I can see it whenever I want!" Having studied a bit of Equestrian law she knew that her words were in fact true, however she wasn't sure if Discord and his reality bending powers fell under that rule.

After a moment of staring at her Discord leaned back in his chair and wiped off his joking smile. "Fine, good luck finding anything though… That contract is air tight…" He snapped his talons, causing the massive stack of papers that was the document to fall in front of Twilight. Immediately she grabbed the first one and began skimming it for any legal loopholes.

Having seen that his pet was now reading the contract, he decided that he could wait no longer. Smiling, he turned to the still floating Orion with a raised claw. "Now we finally start…"

A sudden scream broke the previously quiet air as Twilight used all of her self control to keep from taking her eyes off of the legal document. Another painful scream resonated around her, yet she knew she had to keep reading the contract. Listening to Orion's tortured screams was almost too much to bear, watching him would only make it worse.

Orion bit down on his lip in intense pain as he tried his best to hold back another scream. It was incredibly difficult however, as it felt like his fragile body was being pierced by a dozen invisible knifes. The sharp, deadly blades dug into his skin and sent jolts of pain rushing across his entire body. Discord only cackled in amusement as he watched the unicorn's body twitch and convulse in midair.

After a minute of agonizing pain; which felt more like an entirety to Orion, Discord snapped his talons and the pain suddenly stopped. Orion continued to float limply in the air, his breath slow and heavy. Much to his surprise he found his body virtually unharmed, not finding a single visible wound or gash along his limbs.

"Had enough Orion?" Discord taunted his voice as chilling and sinister as always.

Letting out a weak chuckle he stared directly into the Draconequu's eyes. "If you think I'm going to beg to you then you better start torturing me again… I'm not going to give you the pleasure Discord…"

Discord growled, clearly surprised by his strong will. "Fine, but I'll break you sooner or later… Just wait…" The Draconequus hissed, his mere voice sending shivers down Twilight's spine.

Another scream broke Twilight's deep thoughts. After a moment of worry she reluctantly pushed it aside and returned to the still massive stack of papers. So far she had found nothing, just a lot of very broad, technical terms that concealed a much more sinister meaning. Despite this she kept reading, determined that there was a loophole somewhere in the seemingly airtight contract. Her eyes past yet another complicated, nearly incoherent passage.

_The proprietor of this contract (aka Discord) shall be held liable for all legal obligations should this document undergo judicial review by a jury of peers, however should the trail be by a higher legal power the signatory (aka Twilight Sparkle) shall be held liable in his place._

Twilight sighed and continued reading, her mind barely processing a word of the paragraph. Finding a loophole in the contract would be harder than finding a needle in a haystack.

"I'm beginning to bore of this… How about we try something a little more psychological?" Discord suggested, once again abruptly stopping the intense pain that was shooting through Orion's body. However after he snapped his talons a second time, a much more frightened yell came from the unicorn.

The previously solid ground had split open, and now a seemingly bottomless crevice lay beneath him. He quickly clamped his eyes shut and tried his best to stay calm, although it was not an easy thing to do when floating by invisible strings above an endless hole.

"Something wrong Orion?" Discord taunted as he began to swing the unicorn's motionless body around. "Oh right, you're deathly afraid of heights! How could I forget? Bwahahaha!"

_J-just stay calm… Discord won't let me fall, not yet at least… _Orion told himself, eyes still closed shut. "You're not s-s-scaring me Discord! You'll h-have to do a lot better than this!"

"Don't lie to me! I created you Orion. I know all your flaws, all your weaknesses… All your fears…"

_Just don't look down… As long as I can't see it, it's practically not there! D-don't look down… Don't look down… _He repeated in his mind, and after a few moments he slowly began to calm down.

Suddenly however, Orion felt as if he was falling and his eyes snapped open. He found that he was indeed plummeting down the crevice, and at a very fast rate. His panic only increased and he flailed his limbs in a vain attempt to top himself, yet there was nothing to grab onto so his efforts proved fruitless.

He fell for what seemed like hours, but when he finally opened his eyes he found himself on the surface, unharmed. His heart was racing and he slowly got to his hooves, the full realization of what just happened now dawning on him.

"Did I scare you Orion?" Discord mocked as he eyed the startled unicorn.

"N-n-no…" He meekly replied, his heart rate slowly dropping to a steady pace. Discord could see his obvious distress and laughed, knowing full well the fall had scared him half to death.

"Do you think you're brave because you're lying to me?" Discord questioned, giving Orion an angry glare.

The unicorn looked up into his multi colored eyes before he retorted. "No, but I'm sure as hell not going to give you the satisfaction of hearing me beg."

"Oh you'll learn soon enough Orion…" Discord mused as he raised a claw. "I think I'll keep you around for the rest of my reign, you don't age you know. Maybe you could be my court jester? Actually that's a brilliant idea! Twilight could watch you as you wither on in the ground in pain, all for my amusement!"

Orion shook his head at the Draconequus, a disgusted scowl drawn across his face. "You're a sick bastard, you know that Discord? What kind of monster enjoys seeing others suffer?"

Upon hearing the insult Discord raised the unicorn into the air. "You think I'm a monster? Twilight was the one that caused all this, not me! She signed the contract; she had you created just so she could have sompony to love! If you ask me, she's the monster here… I'm merely an innocent proprietor who was offering his services…"

"You think you can turn me on Twilight again?" Orion shouted at the Draconequus, more outraged then he had ever felt before. "You're the one who tricked her; you've always been the monster! You did all this just so you could get a few laughs… You make me sick…"

Discord's grin twisted into an agitated scowl. "Fine, hold onto those petty beliefs in your head. Just see how far they'll get you…"

Twilight eyes continued to race across the page, her brain absorbing each and every word that she read. At this point she was beginning to develop a headache, but she knew that her reading skills had never been more needed. Pushing back her physical discomfort, she grabbed another page of the contract and kept reading. Reaching the end of it, Twilight felt the same disappointment as with every other page. But upon reading the final sentence a glimmer of hope sprang to her mind.

_Should major bodily harm (i.e. death) be inflicted upon Discord's side of the bargain, (aka Orion) while he and the signatory are still in love, then the contract shall become null and void, ceasing all further payments. _

"Oh my Celestia! This is it!" Twilight exclaimed to herself upon reading the sentence. She quickly read it over, finding out that it did indeed mean what she had thought. The unicorn was just about to jump up in excitement, however the meaning of the sentence fully dawned on her. If she was to save Equestia, then Orion would have to die.

_I can't lose him! Not now, not after all this! _

_But it's the only way I can save Equestria from Discord! _

Twilight sat conflicted, thoughts buzzing around in her head and constantly clashing with each other. It was as if she was equally divided, with half of her wanting to save Equestria and the other half pleading for Orion's life. Neither side gained any ground, leaving her dilemma in an unbreakable stalemate.

Twilight looked up from the page, watching as Orion's beaten body fell back to the ground. Discord was laughing up a storm, no doubt enjoying whatever pain he was inflicting on the unicorn. She rushed over to him and scanned his body, gasping as she realized his whole front torso was covered in blood. What looked like deep gouges from a vicious animal lined his chest, spilling out a seemingly endless stream of blood.

"T-t-twilight?" Orion asked, his head turning to look at her. Instantly a smile spread across his face as he looked at her, even despite the horrible pain in his chest she didn't cease to make him happy.

"Orion, I… I…" Twilight stuttered, trying her best to explain the loophole to him. However she couldn't even bring herself to state the idea, so she merely shoved the page in front of his face and pointed to the final sentence.

Orion read over the clause and his eyes widened. However after a moment of thought he smiled again. "Twilight, I'm sorry but it's the only way…"

"No! Yo-you can't!" Twilight exclaimed, realizing that he wanted to go through with it. "You can't leave me Orion, not after all that's happened!"

He grabbed her hoof and placed it in his. Looking up he stared into her now watering eyes. "Twilight," He stated softly, his voice a hushed whisper. "I was brought into this world for one reason, to love you. I was just a pawn in Discord's game, I wasn't a real stallion. The very least I can do is save you and the rest of Equestria. At least then I would have done something in my short life."

Now fully crying, Twilight brought her face against his and mumbled in a broken voice. "You're the only stallion I've ever loved… That's loved me, you can't leave me! I-I can't live without you… I'm not strong enough…"

Orion shook his head and smiled at her. "Twilight, you're the smartest, most beautiful mare I've ever seen. You'll meet sompony, you just have to give it time. One of these days you'll meet a great stallion, who loves you just as much as I do… I didn't belong here Twilight, it's best that it ends like this."

Breathing heavily Twilight stared at him for a few moments. The words sunk into her head; however she almost wanted to deny them all. She had been so happy with Orion, happier then she had ever been. She never wanted to go back to the dark, lonely life she lived before that. But this was the only hope that Equestria had, the only way her and her friends could live in harmony. She had to give up her love, even if it would practically destroy her.

"A-a-alright…" Twilight mumbled through a cascade of tears. "If it's the only way…"

Orion smiled once again, glad that she had agreed with him. "I love you Twilight, I always did and I always will…" He stated before pulling her in for one last, passionate kiss. The two embraced in a moment of pure passion and love, finally pulling apart after a minute.

Twilight stared into his blue eyes for a moment before returning his smile. "I love you to Orion…"

Orion got to his hooves and sighed. "I just hope you end up with a stallion who loves and respects you like you deserve… I know you'll make somepony really happy one day. Goodbye Twilight." With that final statement he approached Discord, who had watched their meeting with peeked curiosity.

"Did you just need a little kiss from your girlfriend before we continue? I'm fine with that; I'm not completely evil you know!" Discord cackled as he stared at the still bleeding unicorn.

"You know, even though you've done horrible things to me and all sorts of other ponies, I still pity you. You're a creature of chaos, destined to spread misfortune and suffering. But you'll never know the better aspects of life, like being in love. And I pity you for that; no one should ever have to live a life without love. Though mine was short, I accomplished more than you ever will."

Discord stared at Orion as he finished his speech, wondering what in Nightmare Moon he was talking about. "What you think this is the end? That I'm going to kill you? Ha! I'll keep you for the rest of eternity! I can't wait until Twilight dies and you're left alone! Oh, it'll be so entertaining!"

Orion shook his head and laughed. "You know what? The only thing I regret is that I won't be able to see your ass in stone…" Orion concentrated for a moment and his horn glowed a bright blue. Before Discord could question what he was doing, and intense electric shock surged through the unicorn's body. The shock worked its way through his blood stream until it reached his heart, instantly stopping it. Orion limply fell to the ground, a smile still plastered on his face.

"What?" Discord questioned as he looked at the unicorn's unmoving body. "Did he just kill himself? That selfish idiot, who will entertain me know?" He slammed a fist down on the edge of his throne and sighed. However a smile crossed his face as she glanced at Twilight, who was on the ground bawling.

Seeing his lifeless body hit the dirt was the single most painful moment in her life. She knew it was the only way, but that didn't make it anymore easy. Suddenly however, she felt the collar on her neck snap off and fall to the ground. The loophole had indeed worked, which now meant it was time to defeat Discord.

In an instant the nearby jewel encrusted tiara was resting on her head, and she turned to the statures of her friends. Now no longer feeling Discord's influence, Twilight was able to cast any spell she wished. A flash appeared, and the next second her friend's were all able to move.

A furious scowl spread across Discord's face as he watched Twilight save her friend, to stunned to even react. When he finally could all the bearers now held their Element of Harmony, which meant he was now in trouble. "B-b-b-but how? You couldn't have been able to break the contract; my lawyers told me it was air tight!"

"Well I guess you should have read it over, Discord!" Twilight mocked as she and her friends lined up.

"So you think you can beat me huh? Just because you have a few shiny gems doesn't mean anything, I still have my powers after all!" Discord exclaimed with a grin as he raised a claw, however Twilight casted a spell and the next second a ball of light him in straight in the chest.

"A stunning spell Discord, so there's no way you can cheat your way out of this!" She yelled at him before turning to her friends. "Ready girls?"

"Ready!" They all sang in unison.

She turned back to Discord and wiped away her remaining tears. "Looks like you don't always win Discord!" In a frozen expression of horror, Discord watched as images of the Elements of Harmony shot past him, mimicking the same attack they had used before to defeat them. One by one the bearers were lifted into the air, before finally the colors mixed together into a brilliant rainbow that shot into the sky. Letting out one finally cry of defeat, the rainbow came down on him full force.

A minute passed before anypony could see, as the flash was so bright it had blinded everypony nearby. They found Discord's twisted world gone, now replaced with the same old Ponyville that had known for so many years. The Draconequus himself was now lying on the ground, frozen in stone. No longer was a grin or smile plastered on his face, instead there was only one visible emotion on his stone face, fear.

All the girls cheered in celebration and began hugging each other, finally glad that the nightmare was over. Twilight was the only one who didn't join them in their celebration, and instead she paced however to the still body of Orion.

"Orion… You brought a light into my world that I had never felt. I was so happy with you, I felt like everything was perfect. Even though you're gone now and I'm once again alone, I was glad I was with you. Even if I could redo everything that happened over the past week, I wouldn't do a single thing different. I would still sign that contract, despite all the pain it brought…"

Her friends quickly ran over to her, talking one look at the lifeless body they all understood what had happened. Each of them laid a hoof on Twilight's shoulder.

"He was a great stallion Twilight, far better than some I know…" Rarity rolled her eyes, a certain foreign stallion coming to mind.

"Yeah Twi, you sure were lucky to have him." Applejack smiled before giving her an approving nod.

"You know, I don't think I've ever seen somepony love someone so much." Pinkie Pie commented, also giving her friend a gleeful grin.

"I'm so sorry you had to lose him Twilight, but I'm sure he loved you right to the end." Fluttershy stated meekly in her usual caring, compassionate voice.

"Yeah I've been with a lot of stallions, but I've never had one like that. You're the luckiest mare I know Twilight." Rainbow Dash told her, her tough attitude now gone.

Finally Spike walked over to Twilight and smiled at her before speaking. "Orion and I didn't start off on the best hoof, but in the end I guess he was a good guy. And it really did seem like he loved you, so I guess I can't be angry at him…"

Still staring at her Orion's body her friends words sunk into her head. Slowly, her frown turned into a weak smile and she looked at all of them. For the first time in a very long while, she felt like they were her real friends. Like when they had defeated Nightmare Moon and Discord for the first time. Not only that, she didn't feel alone. Even though Orion was gone she knew her friends were there for her. "Guys…" She stated, now having a full blown grin, "I love you…"

"Ah, we love you to Twilight! Group hug!" Pinkie Pie yelled before pulling the seven of them into a tight embrace.

As all her friends giggled and laughed, Twilight took one last look at Orion's body. She knew he was right, that one day she would find love. She would just need to be patient. In the meantime she had her friends and of course Spike to keep her happy. She could wait for love, even it would be a lonely lifetime. Twilight would wait.


	15. Chapter 15

A light rain fell on Twilight as she pushed open the old, rusty gate. Continuing down the small dirt path, she glanced around at the various withered tombstones. The majority of them were adorned with names and short phrases, but some had grown unreadable after years upon years of erosion. As she passed a smaller one on her left, she spotted a bouquet of brilliant red flowers, no doubt left by a loved one or family member.

After a minute of walking, Twilight arrived at the much newer section of the cemetery. The tombstones were much cleaner and readable now, some even being made of a beautiful marble that would have normally captured the sun's rays to give it a brilliant shine. However she paid little attention to these expensive memorials, and finally came to stop in front of a small, simple tombstone. Engraved upon it were the words, _Here lies Orion; he gave his life for not only Equestria, but his lover Twilight._

Looking at it she couldn't help but shed a few tears, and as her lip quivered she placed down the bouquet of roses she had kept locked in her mouth. Taking a step back she admired the simple stone, knowing for certain that Orion would have been fine with it.

It was a Sunday like every other, where Twilight would visit his grave to pay her respects. It had been a month since he had died, and Discord's chaos had all but disappeared. It was now in most ponies' minds just a bad memory, a nightmare that had passed with the night.

Twilight sniffed before raising her head. Though she still missed Orion just as much as she did that day, she knew now it was the only option. It was the only way Equestria and herself could have been saved. And deep down, she knew what the stallion had said was true. She would find love one day.

_Maybe, maybe tomorrow's the day where I should finally start looking for a stallion again… It's what Orion would want, for me to move on… _ Twilight thought to herself as she continued to stare at the grave. _I have been getting a lot more attention now, what with me partially saving Equestria and all. _

She giggled to herself quietly as she was reminded of an event that had transpired just two days ago. She was in town and she was just heading to pick up lunch when a stallion had smirked at her. She had returned his smile, blushing a deep red the whole time. Of course there was still the lingering thought of Orion in her mind, and she felt some sort of obligation to keep faithful to him.

But know as she continued to stare at his simple headstone she began to think differently. It was about time to start looking for love, and with time she would get over Orion. This of course didn't mean she would forget him, she was absolutely certain the dark blue stallion would stay in her memory forever. And she would still visit his grave every Sunday, no matter how bad the weather was.

Wiping away the tears that had ran down her face, she stared at the grave for a few more moments. Finally thinking she had stayed long enough, she turned away and paced out of the cemetery. As she went the image of the stallion still stayed in her mind. His jet black mane, his handsome chiseled face, and his intense blue eyes that still felt like they were staring at her. She was so lost in thought that she bumped into a stallion just outside of the cemetery.

"Oh, I'm so sorry miss!" He quickly apologized, scrambling to get up before hurrying over to her. He extended a hoof and helped her up, instantly becoming lost in her gorgeous face.

"N-no, it was my fault… Sorry…" Twilight quickly replied, once again blushing a dark red as she avoided his adorable brown eyes.

The two ponies stared at each other for some time, lost in thought and bliss as they were unable to speak. Finally after a few minutes Twilight was able to speak up. "M-my name's Twilight. Twilight Sparkle."

His eyes instantly sparkled as he recognized her. "Twilight Sparkle? You're the mare who saved Equestria from Discord!"

Twilight blushed again as she smiled at him. She was somewhat glad that she was once again recognized as a hero, even though Orion did far more than her. Most ponies had forgotten what she and the other Element bearers had done two years ago. "Yes, yes I did…"

"Wow, I can't believe I'm actually meeting you!" He said with a great enthusiasm. "Listen uh…" He stated awkwardly as he placed a hoof behind his head. "Would you, I don't know… Want to have lunch with me?"

Twilight once again gave him a warm hearted smile. "I'd love too."

So as the rain finally stopped its relentless downpour and the sun shone through the clouds, Twilight and the new stallion paced into town, hoof in hoof.


End file.
